General Terms and Conditions of Issue. Havenbedrijf Moerdijk N.V.

Transcription

1 General Terms and Conditions of Issue Havenbedrijf Moerdijk N.V As laid down on 21 December 2016 by the Board of Management of Havenbedrijf Moerdijk N.V. The Director, F.J. van den Oever Page 1 of 46

2 TABLE OF CONTENTS TABLE OF CONTENTS... 2 GENERAL SECTION... 5 PARAGRAPH 1: GENERAL PROVISIONS... 5 ARTICLE 1: Definitions...5 PARAGRAPH 2: THE AGREEMENT & THE OBJECT... 7 ARTICLE 2: Premature dissolution of an (oral) agreement...7 ARTICLE 3: Permitted activities...7 ARTICLE 4: Environmental research...7 ARTICLE 5: Dissolution in the event of unacceptable contamination...8 ARTICLE 6: Specification and condition...9 ARTICLE 7: Surface area, position, discrepancies...9 ARTICLE 8: Moerdijk Port Authority s duty of disclosure / Contracting Party s duty to research ARTICLE 9: Declarations by the Moerdijk Port Authority PARAGRAPH 3: PARTIES RIGHTS & OBLIGATIONS REGARDING USE AND MAINTENANCE ARTICLE 10: General obligations on the part of the Contracting Party ARTICLE 11: Construction and development obligations ARTICLE 12: Provisions for use ARTICLE 13: Joint and several liability and indivisibility ARTICLE 14: Liability/claims by third parties ARTICLE 15: Payments ARTICLE 16: No deduction or setoff ARTICLE 17: Taxes/expenditures ARTICLE 18: Maintenance and damage ARTICLE 19: Ground fencing ARTICLE 20: Structures ARTICLE 21: Right of access ARTICLE 22: Additional works ARTICLE 23: Pipes through pitching ARTICLE 24: Water depth in front of land ARTICLE 25: Elevation of land ARTICLE 26: Railway connection and railway guarantee ARTICLE 27: Connection to utility companies ARTICLE 28: Sewers ARTICLE 29: Quay dues ARTICLE 30: Harbour dues guarantee Page 2 of 46

3 ARTICLE 31: Exit road ARTICLE 32: Parking ARTICLE 33: Maximum noise emission ARTICLE 34: Remedy by the Moerdijk Port Authority ARTICLE 35: (Fire) safety, participation in SBIM and SBM PARAGRAPH 4: OTHER PROVISIONS ARTICLE 36: Sanction provision ARTICLE 37: Penalty ARTICLE 38: Perpetual clause / qualitative obligation ARTICLE 39: Submission of documents ARTICLE 40: Terms ARTICLE 41: Rules regarding cancellations and notifications ARTICLE 42 Remedies ARTICLE 43: Dutch language ARTICLE 44: Official title SPECIAL SECTION ON GROUND LEASE ARTICLE 1: Applicability of General Terms and Conditions General Section ARTICLE 2: Deed creating the ground lease ARTICLE 3: Term of the ground lease ARTICLE 4: Determination of ground rent ARTICLE 5: Review of ground rent based on CPI ARTICLE 6: Review of the ground rent based on interest component and land value ARTICLE 7: No reduction in ground rent in the event of reduced enjoyment ARTICLE 8: Creation of limited rights ARTICLE 9: Notice of termination of the leasehold in the event of failure to fulfil ARTICLE 10: Notice of termination of the leasehold on the grounds of general interest ARTICLE 11: General interest ARTICLE 12: Indemnification in the event of a notice of termination in the general interest ARTICLE 13: Vacation of the ground and structures ARTICLE 14: Alienation and encumbrance during ground lease, change of control ARTICLE 15: Position of the Leaseholder during alienation and encumbrance of the ground lease ARTICLE 16: Obligations towards the mortgage holder ARTICLE 17: Removal of structures following expiry of ground lease ARTICLE 18: No compensation following expiry of ground lease / structures ARTICLE 19: Liability following transfer / assignment of leasehold ARTICLE 20: Entry in the public registers Page 3 of 46

4 ARTICLE 21: Right of superficies for the Leaseholder ARTICLE 22: Structures ARTICLE 23: Condition of the soil ARTICLE 24: Official title SPECIAL SECTION RENT ARTICLE 1: Applicability of the General Section General Terms and Conditions ARTICLE 2: Term of the rental agreement ARTICLE 3: Rental agreement and turnover tax ARTICLE 4: Use of the rented property ARTICLE 5: Condition of the soil ARTICLE 6: Giving possession ARTICLE 7: Dissolution of the rental agreement in the event of the Lessee failing to fulfil obligations. 31 ARTICLE 8: Dissolution of rental agreement on grounds of general interest ARTICLE 9: General interest ARTICLE 10: Indemnification in the event of a notice of termination in the general interest ARTICLE 11: Vacation of the ground and structures ARTICLE 12: Official title SPECIAL SECTION INDUSTRIAL PARK & CHEMICALS STRIP PARAGRAPH 1: INDUSTRIAL PARK ARTICLE 1: Definitions Definitions may be used in the singular or plural without loss of substantive meaning ARTICLE 2: Infrastructure, Chemieweg, Easements and Qualitative obligations ARTICLE 3: Operations, Safety Zones and Environmental Permit SECTION 2: CHEMICALS STRIP ARTICLE 4: Chemicals Strip ARTICLE 5: Official Title Schedule 1: Moerdijk Port Area and Industrial Estate Schedule 2: Appointment and working procedure of experts Schedule 3: Drawing of Industrial Park reference Tc E Schedule 4: Drawing of Chemicals Strip reference U Page 4 of 46

5 GENERAL SECTION PARAGRAPH 1: GENERAL PROVISIONS General terms and conditions that apply to all agreements for the purpose of the allocation of land by Havenbedrijf Moerdijk N.V. by means of sale, under a ground lease, or rent, whether or not together with structures, as well as agreements for the purpose of establishing the right of superficies. ARTICLE 1: Definitions In this agreement, the following terms are defined as follows: a. "Agreement": all agreements entered into or to be entered into in respect of agreements regarding a parcel of land owned by the Moerdijk Port Authority, including lease agreements or agreements on the issue of leasehold land; b. Chemicals Strip : parcel or parcels(s) situated next to the Industrial Park to which, in respect of which other lands on the Port Area and Industrial Estate as well as (more specifically) the Industrial Park, further conditions apply on the basis of the Deed of Exchange dated 9 June 1991; c. "Contracting Party": the party with whom which the Moerdijk Port Authority enters into an agreement; d. Control Area : the port area of the Moerdijk seaport and industrial estate complex, as represented in Appendix 1 with the exception of the subarea of Logistiek Park Moerdijk; e. Establishment Committee : In the advisory committee on establishment all bodies are represented that a company may have to deal with in case of a new establishment, are represented in the Advisory Committee on Establishment. These are the Municipality of Moerdijk, the Province of Noord-Brabant, Rijkswaterstaat [the Directorate-General for Public Works and Water Management], Waterschap Brabantse Delta [Brabantse Delta Water Board] and the Moerdijk Port Authority [the Moerdijk Port Authority]. This committee assesses at an early stage the requests for an opinion on the environment, potential nuisance for the immediate surroundings, spatial planning (zoning plan) and, the Housing Act (building permit) at an early stage and will, on the basis of this examination, issue a preliminary report to the Management Committee of the Moerdijk Port Authority. In its assessment, the Advisory Committee uses the assessment framework for the approval and permission of business establishments, change of business operations, company relocations and land transfers; f. "General Terms and Conditions": the General Terms and Conditions of Issue of the Moerdijk Port Authority 2017; g. "Ground Rent": the annual sum of money per square metre, calculated as a percentage of the land value on issue, per square metre to be paid per year payable by the Leaseholder to Havenbedrijf Moerdijk N.V. for the enjoyment of the land allocated to him under a ground lease; h. "Harbour Master": the harbour master of the Moerdijk Port Authority, as referred to in the Moerdijk Port and Site Regulations as in force at any time; i. Industrial Park : land at the Port and Industrial Estate of approximately 120 hectares to which, according to the Deed of Transfer dated 27 January 2009, special provisions apply; j. "Land situated near water": the parcel adjacent to the water, the embankment, or the quay side wall or the strip of water with the embankment underneath, if the agreement also applies pertained to that; k. "Land" or "Site": the parcel of land or the immovable property leased out or to be leased out, depending on the nature of the agreement; l. Land value : the value of a parcel of land in an open market sale; m. Major maintenance : activities intended to bring back building and installation sections, whose of which the technical condition has gradually diminished, to an acceptable level as defined in NEN 2767 and/or the standard quality level for maintenance of the CROW [Information and Technology Centre for Transport and Infrastructure]; Page 5 of 46

6 n. "Managing Committee": the Board of Management of Havenbedrijf Moerdijk N.V., or its authorized representative(s); o. Minor maintenance : activities that delay the reduction in quality of building and installation sections. These include: (1) Periodical, preventive activities, whether on a contractual basis or otherwise and activities resulting from statutory inspections; (2) Incidental activities for eliminating breakdowns and clearing complaints and unforeseen circumstances (corrective maintenance); p. "(Moerdijk) Port Authority : Havenbedrijf Moerdijk N.V.; q. "Month": the period that starts on the day morning of a certain date of a calendar month and ends with the end of the day preceding the day with the same date of the subsequent calendar month; r. "Mortgage Holder": the mortgage holder, whose right is established with the consent referred to in article 16 of the Special Section General Terms and Conditions Ground Lease, and with regard to whose mortgage a copy has been received as referred to in the second paragraph of article 16; s. "Quay Platform": a strip of land situated immediately behind the quay wall, where loading, unloading, transhipment and storage activities take place, this strip not being part of the property granted under a ground lease, or the rented property as the case may be; t. "Quay Wall": a vertical or nearly vertical bank facility including all structures forming part of it; u. "Rent": the sum per square metre per year to be paid by the Leaseholder to the Moerdijk Port Authority for the enjoyment of the land granted to him under a ground lease (including any structures thereon); v. "SBIM": the Foundation for the Protection of the Moerdijk Industrial Estate, established in Moerdijk; w. "Slope": each bank revetment except embankments measured from the crown line to the base line of the ground granted under a ground lease including all corresponding structures; x. "Special Conditions": the conditions that apply concurrently with, in addition to, or contrary to the General Terms and Conditions, stated in the deed of establishment and/or change to the ground lease or the lease; y. "Structures": the immovable property constructed, placed or present at any time above, on and in the land on or in the ground prior to the leasehold taking effect; insofar as this is applicable, this also includes remnants of foundations, posts, pipes, cables, scaffolding, paving, fencing and buildings already built, or which could be built or constructed by virtue of a planning or construction permission granted prior to the commencement of the ground lease; z. SBM : the Moerdijk Fire-fighting Services Foundation [Stichting Brandweerzorg Moerdijk], established in Moerdijk; aa. Tariff Regulations : the regulations adopted annually by the Managing Committee of the Moerdijk Port Authority containing the applicable fees regarding permits or permissions, (sea)port dues, etcetera. a. "Leaseholder": the acquirer of the leasehold, as well as his its successors; b. Lessee : the party with whom which the Moerdijk Port Authority enters into a lease; Page 6 of 46

7 PARAGRAPH 2: THE AGREEMENT & THE OBJECT ARTICLE 2: Premature dissolution of an (oral) agreement 1. The Moerdijk Port Authority is entitled to dissolve an oral, unsigned agreement or an agreement preceding the creation of a leasehold by notarial deed with immediate effect, without any notice of default or judicial intervention being required, in the following situations: a. if a Contracting Party goes into liquidation before the deed creating the leasehold or occupation of the leased land, whether or not including structures, is executed; b. in the event of a petition for or notification of a compulsory liquidation order, or an offer of settlement, or a settlement or request for a moratorium of payment by the contracting party; c. in the event of the death of the Contracting Party or dissolution and/or winding-up of the legal person, if insufficient creditworthiness is proven, if the Contracting Party has made or has had made any incorrect or incomplete statement, or has concealed any known fact or circumstance, of which it understood or ought to have understood that this would be of essential interest to the Moerdijk Port Authority when concluding the agreement, as well as; d. in the event of an executory attachment of movable and/or immovable property of the contracting party. 2. The Moerdijk Port Authority will immediately notify the Contracting Party of the afore-mentioned decision. 3. On application of this article, the Port Authority of Moerdijk is not liable to pay any damages, under whatever name. 4. Parts of the ground rent/rent that have already been paid will be refunded, insofar as these exceed the amount of the costs paid and/or income lost and/or penalties incurred by the Moerdijk Port Authority in accordance with this agreement. ARTICLE 3: Permitted activities Business grounds may only be used for the establishment of a company whose activities, in the opinion of the Establishment Committee, do not present any problems as to environmental protection in the indicated location, which cannot be met by setting conditions under the prevailing environment laws. ARTICLE 4: Environmental research 1. An exploratory soil survey based on NEN (currently: 5740) will be held well in time by order and at the expense of the Moerdijk Port Authority, into the presence of substances in the land and/or groundwater to be allocated, including the solid ground and the groundwater and the soil air contained in it, which pose a danger to the environment and public health (Strategy for carrying out exploratory soil surveys into the environmental quality of the soil and ground), preceded by a preliminary survey in accordance with the applicable NEN standard (currently: 5725) (Strategy for carrying out preliminary surveys in case of exploratory and further surveys). 2. If the results of the exploratory soil survey result in the presumption that there is a historical case of serious pollution, as defined in the Dutch Soil Protection Act) or a so-called new soil pollution, which means arisen after 1 January 1987, this will be followed by a detailed soil survey carried out by order of the Moerdijk Port Authority, based on the applicable NTA standard (currently: 5755) (Strategy for carrying out detailed surveys Examination into the nature and scope of soil pollution). Its purpose is to determine the seriousness and urgency of (decontaminating) the pollution. 3. If the preliminary survey and/or the exploratory or detailed soil survey shows that the soil is or may be contaminated with asbestos, a soil survey must also be carried out to determine the degree and possible urgency of (remediating) the pollution. This must be carried out in accordance with the applicable NEN standard (currently: 5707) (Soil - Inspection, sampling and analysis of asbestos in the soil). Page 7 of 46

8 4. The results of this survey will be laid down in a report in which the condition of the soil and the groundwater is described and established with a view to the use that the Contracting Partner wishes to make of the ground whether substances are present in the ground or in the groundwater to an unacceptable degree, which, according to the then applicable standards, are to be deemed harmful to the environment or public health. In this case unacceptable means the presence of substances to such a degree and/or scope that this situation, according to the then applicable standards, is to be considered harmful to the environment or public health, and/or entails restrictions on use, and/or leads to a necessity to take soil remediation measures. 5. The Moerdijk Port Authority will provide the Contracting Party with the report at least four weeks before the execution of the notarial deed or as soon as possible before the signing of the Agreement. 6. If the survey shows that substances are present in the soil to an unacceptable degree, which are to be deemed harmful to the environment or public health according to the then applicable standards, the Parties will consult on possible remediation measures or other measures in order to have the soil meet the Agreement. If the Parties fail to reach agreement on this, either Party will be entitled to dissolve the Agreement without becoming liable for compensation as a consequence thereof. 7. The following are not taken to mean substances which are deemed harmful to the environment or public health according to the then prevailing standards: remnants of foundations, clean rubble or other remnants of a structural nature, or the presence of circumstances affecting the bearing strength of the ground. Therefore, the previous paragraph of this article does not apply to these matters. 8. If the Contracting Party abandons the dissolution as referred to in the fourth paragraph, it can no longer claim that, with regard to the environmental protection situation, the supplied matter does not comply with the agreement entered into between the Moerdijk Port Authority and de Contracting Party. 9. The Contracting Party indemnifies the Moerdijk Port Authority against all claims from third parties for compensation of damage which could arise after the issue of leasehold land or commencement of the lease, and which is caused by substances contaminating the ground through or as a result of the purchaser, Leaseholder or Lessee to such an extent that it poses a danger to the environment and/or public health according to the then prevailing opinions. 10. The Contracting Party also indemnifies the Moerdijk Port Authority against all claims made by the Contracting Party and third parties for compensation of damage, including consequential damage that could arise after the issue of leasehold land as a result of the inquiry into, or the discovery of, unexploded ordnance from World War II in the ground of the Moerdijk Port Area and Industrial Estate. 11. The Moerdijk Port Authority is not bound to indemnify the Contracting Party in any way ARTICLE 5: Dissolution in the event of unacceptable contamination 1. If, prior to the date of signing the notarial deed creating the leasehold, or signing the lease, or if sooner, prior to the date of the actual occupation of the immovable property, it is proven, other than by the research referred to in article 4, that unacceptable amounts of substances are present which are deemed to be harmful to the environment or public health according to the then prevailing standards, the parties will consult on possible remediation or other measures so that the soil will comply with the agreement. If the parties cannot reach an agreement on that, either Party will be entitled to dissolve the agreement without becoming liable for compensation as a result thereof. Page 8 of 46

9 ARTICLE 6: Specification and condition 1. The immovable property is delivered in the state it is in at the time of execution of the notarial deed creating the ground lease, or the date on which the lease is signed, or, in the case of earlier occupation, the time of that occupation. 2. Subject to further agreement, the actual delivery of the property granted under a ground lease will take place when the transfer title deed is signed. If the actual delivery takes place at an earlier time, the duty of care of the Moerdijk Port Authority ends at this earlier time. Unless otherwise agreed, the actual delivery of the leased property will take place at the commencement date of the lease stated in the agreement. 3. Therefore, from the moment of such actual delivery as referred to under paragraph 2 of this article, the immovable property granted under a ground lease or leased is at the risk of the Contracting Party. 4. Unless otherwise agreed or stipulated in writing, the land is sold, granted under a ground lease or rented out on the following conditions: a. unconditionally, and not subject to any reduction, dissolution or annulment; b. not encumbered with attachments, mortgages or registrations thereof, or any other rights than the restricted rights stated; c. free from (other) rent, lease and other rights of use; d. free from special burdens and restrictions - except for the burdens and restrictions included in the General Terms and Conditions (the General and Special Sections) - which prevent or restrict the construction, further organization, occupation and use of the parcel. 5. When entering into the agreement, the Moerdijk Port Authority will give notice of all easements, perpetual clauses, quality obligations and other burdens and restrictions, insofar as they are stated in the public registers as referred to in Section 3:16 of the Dutch Civil Code or otherwise known by the Port Authority. The Contracting Party expressly accepts the burdens and restrictions arising from these documents. Furthermore, the Contracting Party expressly accepts those burdens and restrictions which are not stated in the afore-mentioned public registers insofar as they are known to him from the actual situation and/or do not reasonably pose an actual heavier burden. 6. The Moerdijk Port Authority does not give indemnity with regard to shortcomings not known to it. 7. The Moerdijk Port Authority is not responsible for qualities other than those required for normal use, and for shortcomings known to the Contracting Party. ARTICLE 7: Surface area, position, discrepancies 1. A map (the site plan) of the land to be sold, granted under ground lease or rented out under the agreement is certified by both parties, drawn at a scale of at least one to two thousand (1:2000) and attached to the deed or the agreement. 2. If the exact cadastral boundary has not been recorded clearly enough, the boundaries of the territory will, on request of the Contracting Party, be indicated on the ground once, at the expense of the Moerdijk Port Authority, prior to the date of the actual delivery of the land. 3. If the situation referred to in paragraph 2 arises, the Parties declare to agree that the results of the land survey (referred to in paragraph 2) requested by the Parties replace the description in the agreement and on the site plan and are therefore decisive for that which is granted/obtained under a ground lease or that which is/will be sold, or is/will be rented out. 4. Subject to recalculation of the purchase price or the ground rent or rent, discrepancies which amount to less than 5% of the land will not give any of the Parties the right to bring any actions. Page 9 of 46

10 ARTICLE 8: Moerdijk Port Authority s duty of disclosure / Contracting Party s duty to research 1. The Moerdijk Port Authority guarantees that it will furnish the Contracting Party with all land-related information which, in accordance with the prevailing opinion, should be brought to the attention of the Contracting Party. 2. The Moerdijk Port Authority is not obliged to give information about competitive conditions, the geological/ geo-technical condition of the land and other facts which could have been known to the Contracting Party from own research, insofar as such research can be demanded from the Contracting Party according to prevailing opinion. 3. The Contracting Party expressly accepts that the contents as well as the results of the research into the facts and circumstances which, according to prevailing opinion, are part of the field or research, are at his risk. ARTICLE 9: Declarations by the Moerdijk Port Authority Insofar as not stipulated or agreed otherwise, the Moerdijk Port Authority declares as follows: a. The Moerdijk Port Authority is authorized to enter into the agreement with the Contracting Party concerned; b. From the moment of conclusion of the agreement, the land will not in any way be fully or partially rented out, sold by hire-purchase or granted in use to any other party than the Contracting Party, unless with the written consent of the Contracting Party; c. The authorities or utility companies have not made any requests or announcements to the Moerdijk Port Authority of changes regarding the grounds which have not yet been carried out; d. The land is not included in any land consolidation or renovation plan and has not been designated for expropriation; e. There are no obligations towards third parties by virtue of a pre-emption right or right of option. PARAGRAPH 3: PARTIES RIGHTS & OBLIGATIONS REGARDING USE AND MAINTENANCE ARTICLE 10: General obligations on the part of the Contracting Party 1. When using the ground allocated under the agreement, the Contracting Party is obliged to behave in accordance with the provisions, regulations and bylaws drawn up or yet to be drawn up - applicable to the control area of the Moerdijk Port Authority. 2. The Contracting Party must observe all regulations and prohibitive provisions with regard to the storage, processing or treatment of certain goods, as they have been prescribed or will be prescribed by the authorities. 3. The Contracting Party is obliged to refrain from acts which, in the opinion of the Managing Committee, may cause danger, damage, hindrance or nuisance to the Moerdijk Port Authority or third parties, insofar as those acts are not covered by a public or private licence or with regard to which the Moerdijk Port Authority has given its explicit consent. ARTICLE 11: Construction and development obligations 1. The Contracting Party is not permitted to use the land and the structures in any other way or to give them any other purpose than stipulated in the agreement and/or its appendices, unless after receiving the written consent from the Board of Management. 2. The Management Committee can give the consent referred to in the first paragraph of this article for a certain period of time or until further notice, and may set conditions in that respect. 3. The Contracting Party is obliged to construct any structures and to put into use and to develop the land and any structures in a manner which is in accordance with the objectives of the company pursuant to the Page 10 of 46

11 socially accepted standards as soon as possible yet no later than the end of the term laid down in the agreement or notarial deed. The Management Committee can decide to extend the term after receiving a reasoned request from the contracting party. 4. Without prejudice to the prevailing legal regulations, the Contracting Party is also obliged to apply for the licences required by virtue of the legal regulations for the formation and operation of his business, within six months of entering into the agreement. The Management Committee can extend this term after receiving a reasoned request from the Contracting Party. 5. The business, which is the purpose of the use of the land, may not be left inoperative by the Contracting Party any longer than two consecutive years. Within ten years of putting the business into operation again, the Contracting Party can only take the business out of operation following consent of the Board of Management. When giving his consent, the Management Committee assesses the maximum period of time during which the company can be left inoperative. 6. If the Contracting Party leaves the business inoperative, the Managing Committee of the Moerdijk Port Authority is authorized to request further explanation into the reason for that from the contracting party. If the Contracting Party cannot put forward satisfactory legitimate reasons to that end, the Moerdijk Port Authority can assume that the business is kept inoperative for strategic reasons. In that case, the Managing Committee can decide to impose a penalty consisting of a fine related to the Moerdijk Port Authority s loss of income, which the Moerdijk Port Authority used to receive or could have reasonably expected to receive, with a view to the business activities of the contracting party. 7. Each time the Contracting Party does not observe one of his obligations towards the Moerdijk Port Authority pursuant to this article, the Moerdijk Port Authority can impose a penalty of 1,000 per day for the duration of the violation. 8. The Moerdijk Port Authority notifies the Contracting Party of that by means of registered letter. 9. The provisions in paragraph 7 of this article leave intact the Moerdijk Port Authority s right to also claim damages. In this connection, the Moerdijk Port Authority and de Contracting Party expressly deviate from that which has been provided for in Section 92, paragraph 2 of Book 6 of the Dutch Civil Code. 10. The penalty referred to in paragraph 7 of this article is immediately due and payable and is forfeited by the single fact of non-compliance or violation without the requirement for any notice of default. The Contracting Party is charged interest of one and twenty-five hundredth percent (1.25%) per month or part thereof until the moment the imposed penalty is paid. ARTICLE 12: Provisions for use 1. The Contracting Party may not use the land bordering onto the water in such a way that the stability of the slope or the quay wall etc. is put into danger. 2. The land and the structures erected on it must be used with the appropriate means in such a way, that no nuisance, danger or damage is caused to third parties or the businesses, such at the discretion of the Managing Director. Apart from that, the Contracting Party is obliged to do or omit all that which can prevent or cause damage, danger or unacceptable nuisance, in any form. Any reasonable instructions from the Managing Director to that end must be followed insofar as they are within the limits of these provisions. 3. If any damage as referred to above is caused, the Contracting Party is obliged to fully compensate this damage, while all other measures deemed necessary by the Managing Director to be taken as a result of this damage and to prevent any further damage, are at the full expense of the contracting party. 4. Without prejudice to the consent under legal regulations, the Contracting Party may only create structures if their nature, purpose, location and number is approved by the Managing Director in writing in Page 11 of 46

12 advance. However, there is no such obligation towards the Moerdijk Port Authority with regard to that which is introduced in order to pave the ground or to connect to the utility companies. 5. The Contracting Party is obliged to strictly adhere to all instructions from the Managing Director in order to prevent overloading of and nuisance caused by the land. This obligation applies in full, including when prior consent as referred to in one of the paragraphs of this article is given. ARTICLE 13: Joint and several liability and indivisibility 1. That which is payable or can be claimed by virtue of an agreement is indivisible. If the tenancy right or the leasehold belongs to multiple (legal) persons, each of them is jointly and severally liable for the fulfilment under the lease (hold). 2. If the Contracting Party is made up of multiple (legal) persons, they immediately appoint one of them as representative and immediately notify the Moerdijk Port Authority of this and any substitution of the representative. Notifications, announcements, claims, demands etc. pursuant to the provisions of this agreement will be duly addressed to the representative or sent to or by him. ARTICLE 14: Liability/claims by third parties The Contracting Party is liable for all claims that can be enforced by third parties against the Moerdijk Port Authority in respect of the compensation of damage which, after the assignment of leasehold land or lease, arises as a result of the use, contamination of the land or other acts or omissions by or on account of the contracting party, or as a result of full or partial collapse of the structures. If necessary, it will indemnify the Moerdijk Port Authority. ARTICLE 15: Payments 1. Depending on the nature of the agreement, the payment owed (ground rent, rent or other expenses) is due from the date of commencement of the agreement and, in the case of periodically due payments, must be paid in advance in three-monthly instalments prior to or on the due date in a currency which is prevailing and legal on the due date, in a manner to be stipulated by the Moerdijk Port Authority. 2. If the payment referred to in paragraph 1 is not made on time, the Managing Director can stipulate that the Contracting Party owes default interest, equal to the statutory interest, on the payment not made or not made in time for the period from the due date until payment is made. In order to apply this, a part of the month is regarded as a full month. ARTICLE 16: No deduction or setoff All that is owed by the Contracting Party to the Moerdijk Port Authority under the agreement must be paid by the former without any deduction or setoff of whatever nature. ARTICLE 17: Taxes/expenditures 1. All costs, rights and taxes in respect of the assignment or amendment of the leasehold or the tenancy right, including the costs of a cadastral survey other than pursuant to article 7, paragraph 2, are at the expense of the contracting party. 2. All taxes, as well as all other usual and unusual charges, which are levied on or on account of the land and the structures, are charged to the contracting party, starting on the date of execution of the notarial creation of his leasehold or commencement of the lease, with the exclusion of the owner's part of the land in the event of lease, which is chargeable to the Moerdijk Port Authority. 3. The costs owed by the Moerdijk Port Authority in respect of taxes will be separately passed on to the Contracting Party in proportion to the number of months remaining in the year of creation or transfer. The start date is the date stated in paragraph 2 or 4 of this article. Page 12 of 46

13 4. If within the framework of the agreement, occupation starts prior to the date referred to in paragraph 2, the expenditures referred to in paragraphs 2 and 3 are at the expense of the Contracting Party from the day of occupation. 5. If the Moerdijk Port Authority has made any payment which is chargeable to the Contracting Party pursuant to the provisions in the previous paragraphs, the Moerdijk Port Authority notifies the Contracting Party about that in writing, which is obliged to pay the Moerdijk Port Authority the amount stated in the notification within a month of it being sent. 6. Article 15, paragraph 2 applies when payment is not made on time or not made in full, while the due date used in that respect is the date of the notification referred to in the previous article. ARTICLE 18: Maintenance and damage 1. The Contracting Party is obliged to maintain at its own expense and to the satisfaction of the Moerdijk Port Authority the ground, including any structures, constructions, fencing, embankments, quays, jetties and railway, and subsequently to carry out all necessary repairs including extraordinary ones or have them carried out, unless otherwise agreed in the agreement within the meaning of minor maintenance under Article Undeveloped pieces of the land must be protected against damage caused by wind and drifts at the expense of the Contracting Party and to the satisfaction and at the discretion of the Moerdijk Port Authority. 3. The Contracting Party is liable for the damage caused to the ground and any structures allocated pursuant to the agreement, whatever the cause. 4. All works or properties of the Moerdijk Port Authority, which are damaged as a result of the use by the Contracting Party and/or third parties working by order of the latter, must be repaired by and at the expense of the contracting party. 5. The Contracting Party abandons in advance all claims it could enforce against the Moerdijk Port Authority relating to damage, however caused, to the constructions, buildings, warehouses, paving and all works and machines commercially related to its business, to be realized on the land which is obtained under a ground lease or rented. The afore-mentioned does not apply if the damage is caused by an intentional act or gross negligence on the part of the Moerdijk Port Authority. 6. The maintenance of the quay wall and quay platform as such as defined in Article 1 is chargeable to the Moerdijk Port Authority on the understanding that the Contracting Party has fulfilled its obligation as laid down in the first paragraph of this article. 7. The repairs of damage caused to the quay side and the quay platform and relevant facilities which is not the result of natural causes (not including subsidence), are carried out by the Moerdijk Port Authority at the expense of the contracting party, unless it was stipulated under the Agreement that the maintenance rests with the contracting party. 8. As such, the Moerdijk Port Authority carries out the repair and maintenance work of the embankment and quay platform in consultation with the contracting party. The Contracting Party allows this work to be carried out and is not entitled to a reduction of that which he owes the Moerdijk Port Authority pursuant to the Agreement. 9. The Contracting Party carries out that which is necessary with regard to the work of the Moerdijk Port Authority, to the structures as well as the relevant stored matters and the vessels berthed alongside the land at its own expense and risk. The Moerdijk Port Authority is not liable for any damage which the Contracting Party or third parties suffers as a result of this work. 10. The Contracting Party indemnifies the Moerdijk Port Authority against all claims which others could enforce on the latter for compensation of damage which in any matter relates to the construction, change, use, maintenance, presence or removal of the works present under the agreement. The afore-mentioned Page 13 of 46

14 does not apply if the damage is caused by, or the claim arises as a result of a serious fault or gross negligence on the part of the Moerdijk Port Authority. 11. The Leaseholder will contribute as much as possible to a clean environment, including the public road, and to the prevention of litter, both during and after the construction of structures. ARTICLE 19: Ground fencing The Contracting Party is obliged to fence off and keep fenced off the land and any structures allocated pursuant to the agreement at its own expense, to the satisfaction of the Port Authority and in accordance with the regulations stipulated by the Moerdijk Port Authority. ARTICLE 20: Structures 1. If the agreement implies the renting or ground lease including structures or right of superficies, an inventory will be included in the agreement or corresponding appendix which is an integral part of the agreement giving a brief description of this structure/these structures and its/their condition. 2. The supply of means to prevent and fight fire and other risks, as well as the installation of facilities for the business of the Contracting Party remains at his expense. 3. The Contracting Party is obliged to adequately insure the structures and purchased, leased and/or allocated Land on a ground lease basis against all relevant risks, unless otherwise agreed. These risks are related, but not limited, to third-party liability, environmental damage and fire damage. If the Moerdijk Port Authority insures the structures, the Contracting Party will pay the relevant premiums (in whole or in part). Article 15, paragraph 2 equally applies in this case, with the due date being the date of the demand for payment. ARTICLE 21: Right of access 1. For the benefit of the management and maintenance, the construction, the changes and maintenance of the works that are part of the control area, the bank revetments, the dikes and the roads as well as the supervision over the correct observance of the provisions in this agreement, the Moerdijk Port Authority has unrestricted right of access to the immovable property allocated under this agreement, for its personnel, as well as all those who are involved in said work, police officers, (special) investigating officers included. 2. The Contracting Party must at all times permit the unrestricted delivery and removal of the equipment and materials required for the execution of said work on the land allocated to him, or their positioning on there, without this being cause for a claim for any damages. 3. This transport and positioning will, in consultation with the Contracting Party if possible, take place on the most suitable paths and roads and the most suitable locations on his land. ARTICLE 22: Additional works 1. When, in the Port Authority s opinion, the necessary works, which are part of the harbour, the bank revetments, the dikes and the roads which border the land and structures allocated or made available under the agreement, are established sooner than the works following on from that, which will be constructed by the Contracting Party itself, or when the latter works, in the opinion of the Managing Director, are of insufficient size or quality or insufficiently maintained, the Moerdijk Port Authority is authorized to construct, keep and maintain the, in their opinion, necessary works on the land and structures allocated under the agreement, without the Contracting Party being able to lay a claim to any compensation from the Moerdijk Port Authority of whatever nature. 2. If, in the interest of the Moerdijk harbour and industrial area, a change must be made to the location or the composition of the works constructed on the land, and the change relates to works or work with regard to which no further rules are laid down in the purchase, ground lease or rental agreement or the General Terms and Conditions, General and Special Sections, the Contracting Party must, following notice from the Page 14 of 46

15 Moerdijk Port Authority s Managing Director, carry out the change at the expense of the Moerdijk Port Authority, unless special circumstances give rise to the agreement of another arrangement. ARTICLE 23: Pipes through pitching If, for the purpose of the business of the Contracting Party or for the purpose of the business which is established at the scene with the permission of the contracting party, pipes stick through the pitching which covers the slope of the land bordering onto the water, the Contracting Party pays the Moerdijk Port Authority for all damage found on the pitching in the vicinity of the mouths of these pipes. ARTICLE 24: Water depth in front of land 1. If the land borders onto water, the agreement will stipulate that the Moerdijk Port Authority will, in principle, maintain the water bed at 9 metres depth. In principle, this will be done at a distance of 42 metres from the crest line. 2. When the maximum depth referred to in the Agreement is exceeded, the Moerdijk Port Authority will, given the circumstances, take care of the repairs to the contractual depth within a reasonable term after the Contracting Party has ordered the fulfilment of this obligation in writing. 3. Nuisance suffered as a result of the work referred to in paragraph 2 of this article does not entitle the Contracting Party to compensation. 4. The Contracting Party will cooperate fully in a correct, unhampered execution of the work referred to in paragraph 2 of this article. Any costs arising from this are all borne by the contracting party. ARTICLE 25: Elevation of land 1. The Moerdijk Port Authority does not have to keep the land allocated under the agreement elevated. 2. The Moerdijk Port Authority can demand that elevation material coming from the land is put at the disposal of the Moerdijk Port Authority free of charge. In that case, the Contracting Party must at its own expense dump and level this elevation material within the Moerdijk Port Authority s control area in a location to be specified. ARTICLE 26: Railway connection and railway guarantee 1. In order to realize a connection from the business to be run by the Contracting Party to the main railway line, a licence from the Moerdijk Port Authority is required, without prejudice to other consents or licences. 2. The railway connection, including additional works such as points, roads, culverts, fencing, and railway crossings, etc., must be constructed and maintained by and at the expense of the contracting party. 3. The Contracting Party is not permitted to transfer the cargos anywhere else than on the property which is obtained under a ground lease or rented. 4. An annual fee is payable for having a railway connection across the grounds of the Moerdijk Port Authority. The fee payable will be claimed under the Tariff Regulations. 5. The use of the main railway line situated on the grounds of the Moerdijk Port Authority is subject to a fee payable by the Contracting Party and calculated according to the following formula: K = A [(B x T) + (L x W)] which reads as follows: K: the annual fee payable by the Contracting; A: the distance in kilometres from Lage Zwaluwe to the siding tracks of the Contracting Party; B: the tariff set by the Moerdijk Port Authority for the relevant year, based on the average ton price/mileage for the National Dutch Railway Network, the so-called fictitious ton price/mileage; Page 15 of 46

16 T: the tonnage in products and materials transported over the main line in the relevant year, as announced by the Contracting Party; L: ; W: the number of wagons (loaded and empty) transported over the main line in the relevant year, as announced by the Leaseholder or Lessee. 6. The Contracting Party undertakes towards the Moerdijk Port Authority to pay an annual guarantee in the form of a minimum fee, which will be based on a tonnage of three thousand (3,000) per hectare per year and a number of wagons of one hundred (100) per hectare per year. The minimum guarantee must also be paid if the Contracting Party does not make a connection to the main line as referred to in paragraphs 1, 2, 3, and 4 of this article. ARTICLE 27: Connection to utility companies 1. All costs relating to the laying, connection and maintenance of paving, sewers, power cables, gas and water pipes and lighting are borne by the contracting party, as well as the use as such. 2. In the event of alienation or encumbrance with a restricted real right, as well as in the event of full or partial rental, the legal successor is obliged to have the licences relating to the utility companies referred to in the first paragraph transferred into his name. ARTICLE 28: Sewers 1. A sewerage system must be laid by and at the expense of the contracting party. Depending on the existing public facilities, the construction of the system must be designed as a separate or improved separate system. 2. To that end, the Contracting Party must draw up a business sewer plan and submit this for approval to the Moerdijk Port Authority and the appointed water quality manager, in this case the Water Board Brabantse Delta in Breda and the Directorate-General for Public Works and Water Management. Depending on the nature and/or quality of the industrial water to be discharged, a licence within the framework of the Pollution of Surface Waters Act may be required. 3. With regard to the connection of the yard drainage and the discharge of industrial water into the sewerage system of the Moerdijk Port Authority, a licence must be obtained from the Moerdijk Port Authority, in addition to the licence referred to in article 2, possible required under the Pollution of Surface Waters Act. 4. The approved business sewer plan can provide for the discharge of clean water into surface waters such as ditches and harbours. An annual fee is payable to the Moerdijk Port Authority for clean water discharge into the grounds of the Moerdijk Port Authority. The fee payable is claimed under the Tariff Regulations. 5. The maximum amount of industrial water that can be discharged in the form of dry-weather discharge is two-and-a-half cubic metres (2.5 m 3 ) per hour per hectare of ground. If the business sewer system must be of an improved separate design, the rainwater system must allow for a storage capacity of 2 mm per m 2 of paved ground surface. 6. The Moerdijk Port Authority does not issue a guarantee for the continuous discharge of both clean and industrial water. 7. The sewer system must be connected to the nearest manhole of the Moerdijk Port Authority s sewers. Connections to the strand itself are not permitted. The Contracting Party itself is responsible for the sewer connection into the said manhole. 8. In principle, the Contracting Party must take into account that discharge into surface water is not permitted. The company is free to determine the manner of cooling. However, the temperature of the water to be discharged must be determined in consultation with Moerdijk the Port Authority and the competent Page 16 of 46

17 authorities. Under the Pollution of Surface Waters Act, this does not affect the rights of the quality manager of the surface water, in this case the Directorate-General for Public Works and Water Management. ARTICLE 29: Quay dues The Contracting Party must pay an annual fee for the location on the water, the amount of which is established in the General Terms and Conditions on Harbour and Quay Dues of the Moerdijk Port Authority drawn up for this purpose. This fee depends on: a. the length of the bank along the land allocated (to be determined ad hoc); b. the realized position of the bed level; c. the bank construction. ARTICLE 30: Harbour dues guarantee 1. The Contracting Party undertakes towards the Moerdijk Port Authority to pay an annual minimum guarantee in the form of a fee, based on the tariff entered under the Bunker tariff, Tariff B of the Tariff table which is part of the General Terms and Conditions Seaport Dues, in which a guarantee is followed of one thousand three hundred gross tons (1,300 GT) per running meter of length of bank of the allocated length. 2. The annual sum of the harbour dues which is collected from ships, berthed along the bank of the rented property, by the Moerdijk Port Authority will be deducted from the guarantee amount. ARTICLE 31: Exit road 1. The Contracting Party must obtain a licence from the Moerdijk Port Authority for having an exit road leading from the business grounds to the roads on the industrial estate. General and technical conditions will be attached to this licence. This includes the condition in respect of the payment of an annual fee for the use of grounds of the Moerdijk Port Authority. The fee to be paid will be derived from the Tariff Regulations. 2. The payment referred to in paragraph 1 is due from the second exit road. No fee is therefore due for the first exit road. 3. The exit road(s) must be laid and maintained by and at the expense of the contracting party. ARTICLE 32: Parking At its own expense, the Contracting Party takes care of sufficient parking facilities on its land, including loading and unloading platform for trucks, in order to meet the normal demand from its business, personnel and visitors. ARTICLE 33: Maximum noise emission 1. The Contracting Party is aware that a noise zone has been made mandatory for the control area, on the basis of which the total noise impact on the environment has been determined. 2. For the allocation agreement of the site the prevailing maximum noise emission for this site is determined in conformity with the most recently adopted Noise Masterplan of the Moerdijk Harbour and Industrial Area, whereby a distinction is made between the maximum noise emission for the day period, being between hours and hours, the evening period, being between hours and hours, and the night period, being between hours and hours. 3. The maximum noise emission applicable to the site applies to all installations to be established on the site and/or activities to be carried out. On the basis of a noise prognosis the Contracting Party must demonstrate that the set emission standards can be met. After the realization of the installation(s) to be established the Contracting Party must submit a noise report describing the testing of the set values. Page 17 of 46

18 4. Subject to the provisions in the public licences required for the running of the business by the Contracting Party, the Contracting Party is not permitted to exceed the maximum noise emission to be assigned to the site. If these emission values are exceeded, the Contracting Party is obliged to bring an end to the excess noise by taking measures within a period of one year, to be substantiated by a noise report from an independent (acoustic) consultancy. 5. For each entire or partial alienation of the land, including any structures present on it, or change in the business operations, the Port Authority may revise any values for maximum noise emission assigned previously on the basis of the then applicable standards and the emission standards for the separate sections of the site/land will be determined. ARTICLE 34: Remedy by the Moerdijk Port Authority 1. If the Contracting Party fails to fulfil any obligation arising from these General Terms and Conditions and/or the agreement in a timely or proper manner or not at all, the Moerdijk Port Authority can have this obligation carried out at the expense of the contracting party. Pursuant to these General Terms and Conditions, the Moerdijk Port Authority is explicitly authorized to such execution towards the Contracting Party after sending a written notification and notice of default within this framework, as well as after expiry of the term referred to in paragraph 2 of this article. Under the same conditions, the Moerdijk Port Authority is also authorized to undo, at the expense of the contracting party, all that which is carried out by the Contracting Party contrary to any obligation. 2. The Managing Director notifies the Contracting Party -and in the case of ground lease, any mortgage holder - in writing of his intention to use the authority as referred to in paragraph 1 of this article. This notification will include: a. a specification of the probable sum of the costs incurred with respect to the execution; b. a notice of default in respect of the neglected duty or contradictory act; c. a demand to comply with everything within a reasonable term. 3. Without prejudice to the indebtedness of any other costs, damage and interest incurred by the Moerdijk Port Authority as a result of the negligence on the part of the contracting party, the Contracting Party is obliged to pay the costs incurred with respect to the remedy at first demand of the Managing Director. With the demand the Managing Director will include a specification of the costs of the Moerdijk Port Authority and he has the authority to claim fulfilment and/or any further damages, if necessary by ordering the statutory interest after expiry of the payment term set by the Moerdijk Port Authority. ARTICLE 35: (Fire) safety, participation in SBIM and SBM 1. Subject to the obligations arising in this context from public licences or other agreements, the Leaseholder is obliged to take those fire-preventing and fighting measures that meet the reasonable requirements set in this area. 2. Because of the safety requirements applicable to the site, the Leaseholder is obliged to participate in the collective security of the site and the company fire brigade for the site and the business operated on it. To this end the Leaseholder must make an (annual) financial contribution to the Stichting Beveiliging Industrieterrein Moerdijk (SBIM) and the Stichting Bedrijfsbrandweerzorg Moerdijk (SBM) or to the organization(s) taking the place of these foundations that is/are charged with checking or collecting the contributions of the collective security or company fire brigade at any time. 3. The Leaseholder is obliged to pay on time the contributions referred to in paragraph 2 after receipt of the relevant invoices. The provisions in Article 15 of the General Part of these General Terms and Conditions equally apply. Page 18 of 46

19 PARAGRAPH 4: OTHER PROVISIONS ARTICLE 36: Sanction provision On non-fulfilment or violation of his obligations arising from the agreement and corresponding General and Special Conditions, the Contracting Party is in default de jure in accordance with the provisions in article 6:83 of the Dutch Civil Code. ARTICLE 37: Penalty 1. Each time the Contracting Party fails to observe one of its obligations towards the Moerdijk Port Authority, the Moerdijk Port Authority may impose a penalty of 1,000 per day for the duration of the violation. 2. The Moerdijk Port Authority will notify the Contracting Party thereof by registered letter. 3. The provisions in the first paragraph of this article do not affect the Moerdijk Port Authority s right to claim damages. In this connection, the Moerdijk Port Authority and the Leaseholder expressly deviate what is provided for in Section 92, paragraph 2 of Book 6 of the Dutch Civil Code. 4. The penalty referred to in the first paragraph of this article is due without notice and is forfeited by the mere non-compliance or violation, without a notice of default being required. The Contracting Party will be charged interest at one and twenty-five hundredth percent (1.25%) per month or part thereof until the imposed penalty is paid. ARTICLE 38: Perpetual clause / qualitative obligation Insofar as these General Terms and Conditions, (both the General Section and the Special Sections, as well as the conditions mentioned in the agreement are not already regarded as a qualitative obligation within the meaning of article 252 of Book 6 of the Dutch Civil Code, the Contracting Party and its successors by singular and universal title, subject to the Managing Director s express exemption, are - in the event of any full or partial transfer of ownership of the land, the transfer, division and/or reverse division of the leasehold or the creation of a sublease, a restricted right or the granting of another right of use - obliged to impose the conditions under which the relevant right has been granted upon its successors and to stipulate and accept these for the benefit of the Moerdijk Port Authority, all this under forfeit by the Contracting Party and each subsequent successor who fails to include, impose, stipulate and accept, of a penalty which is immediately due and payable and not open to judicial mitigation, amounting to twenty-five times the amount which is regarded as consideration to the Contracting Party and its counterparty in respect of the transaction involved, with a minimum of 50,000 (in words: fifty thousand euros) for the benefit of the Moerdijk Port Authority and without prejudice to its right to claim fulfilment and/or any damages. ARTICLE 39: Submission of documents 1. If, pursuant to the provisions of the agreement, documents must be submitted to the Moerdijk Port Authority on a regular basis, the Moerdijk Port Authority will issue a receipt for this submission, unless the documents have been served by means of a bailiff s notification. 2. If such receipt or bailiff s notification cannot be shown, the submission cannot be invoked against the Moerdijk Port Authority. ARTICLE 40: Terms The General Extension of Time Limits Act applies to the terms stated in this agreement and these General Terms and Conditions. Page 19 of 46

20 ARTICLE 41: Rules regarding cancellations and notifications All notifications and statements pursuant to these General Terms and Conditions and the relevant agreement can legally be made by registered letter, insofar as not stipulated otherwise. ARTICLE 42 Remedies Insofar as the provisions stated in the agreement assign any special power to the Moerdijk Port Authority, this power leaves intact the right of the Moerdijk Port Authority to use or institute all other remedies or claims which are available or accrued to it, insofar as this power is not expressly restricted. ARTICLE 43: Dutch language If the General Terms and Conditions and/or the separate agreements are translated, the Dutch text will nevertheless exclusively prevail. ARTICLE 44: Official title These General Terms and Conditions are further referred to as General Terms and Conditions Moerdijk Port Authority 2017, General Section". Page 20 of 46

21 SPECIAL SECTION ON GROUND LEASE ARTICLE 1: Applicability of General Terms and Conditions General Section Unless explicitly stated to the contrary, the General Terms and Conditions of the General Section continue to be fully applicable if and insofar the nature of the agreement does not dictate otherwise. ARTICLE 2: Deed creating the ground lease 1. The land will be issued under a creating deed in the presence of a civil law notary to be appointed by the Moerdijk Port Authority following consultation with the applicant. 2. The deed creating the ground lease will at least include the following: a. the inception date and the period for which the ground lease is granted; b. the amount of the ground rent and the time when this can be reviewed; c. the intended purpose of the land and the use which, in connection with that, can be made of the ground and the structures erected on it; d. the dates on which the instalments of the ground rent must have been received; e. the general provisions applicable to the ground lease and the special provisions which have been stipulated or agreed; f. the details, as referred to in article 20, paragraph 1 General Terms and Conditions, General Section; g. the depth of the port, as referred to in article 24 General Terms and Conditions, General Section. 3. Unless otherwise agreed upon in the agreement, the Leaseholder is obliged to cooperate in the execution of the notarial deed creating the leasehold no later than within two months of the date on which the Moerdijk Port Authority has signed the agreement. 4. From the first day of the month following the date on which the Moerdijk Port Authority signs the agreement until the date on which the notarial deed creating the leasehold is executed, the Leaseholder owes the Moerdijk Port Authority an interest payment on the capitalised ground rent. 5. The percentage of the interest payment owed as referred to in paragraph four of this article is equal to the interest rate of the statutory interest. ARTICLE 3: Term of the ground lease 1. The allocation of leasehold land is made for a fixed period of time and amount to a maximum period of 25 years or a maximum period of 40 years, unless the deed of issue stipulates otherwise. 2. On expiry of the fixed term the ground lease will be extended with the same term by operation of law, unless the Leaseholder has given notice of termination. This notice of termination of the ground lease can only be given by bailiff s notification at least one year prior to expiry of the first term. 3. The ground lease can only be terminated (prematurely) by the Moerdijk Port Authority on the grounds and in the manners set out in de articles 9 and further. 4. The ground lease cannot be terminated prematurely by the Leaseholder during the term of the ground lease. ARTICLE 4: Determination of ground rent The leasehold is issued on payment of a ground rent, the amount and conditions of which are determined when the agreement for land granted under a ground lease is entered into. Page 21 of 46

22 ARTICLE 5: Review of ground rent based on CPI 1. The ground rent is reviewed annually using the consumer price index established by the Central Bureau of Statistics, the basis being 1 October of the year preceding the calendar year in which the ground rent was agreed for the first time. 2. The first review will take place on 1January in the year following the time of issue of the leasehold land. 3. The Leaseholder is informed of the new ground rent within three months from the review date. 4. All taxes, as well as all other ordinary and extraordinary expenditures which are levied on or due to the land and the structures erected on it, are at the expense of the Contracting Party and will be charged separately. 5. Interest, equal to the statutory interest, can be charged on late or outstanding ground rent for the period from the due date until the date of settlement. ARTICLE 6: Review of the ground rent based on interest component and land value 1a. Halfway through the first (and, if applicable, second) term of the leasehold the ground rent will be reviewed on the basis of the adjusted land value. If a term is included in the deed creating the lease that deviates from article 3, first paragraph, a separate stipulation will be included in the deed creating the lease in respect of the review term of the land value. b. If the leasehold is continued by operation of law after the first term or after the term referred to in paragraph 2 of article 3 has expired, the ground rent will also be reviewed on the basis of both the adjusted land value and the adjusted interest component 2. The review of the ground rent is calculated by multiplying the interest component by the adjusted land value. 3. The interest component is derived from an interest rate for long-term loans payable by the Moerdijk Port Authority, plus a 1.5% risk premium and profit mark-up. 4. If the Leaseholder does not agree to the value of the parcel of land granted under a lease, that forms the basis of the reviewed ground rent referred to in paragraph one of this article, the land value to be adjusted will be determined through a binding decision from an expert committee, comprising three experts appointed by the parties. The experts are appointed as described in Appendix 1 which forms part of these General Terms and Conditions. ARTICLE 7: No reduction in ground rent in the event of reduced enjoyment 1. The Leaseholder must respect all applicable rights, such as easements of third parties to the leasehold land. 2. The Leaseholder cannot claim damages, reduction, remission or refunds of the ground rent, if he has no or only limited enjoyment of the ground and the structures erected on it, regardless of the circumstances. ARTICLE 8: Creation of limited rights 1. The Leaseholder is obliged to refrain from all which may result into third parties obtaining (limited) rights to the ground or the structures, which remain effective following termination of the leasehold. 2. The Leaseholder is not authorized to rent/lease out the land/leasehold and the structures during a period following the termination of the leasehold. ARTICLE 9: Notice of termination of the leasehold in the event of failure to fulfil 1. The Moerdijk Port Authority can terminate the lease with due observance of the provisions of Section 5:87 of the Dutch Civil Code if the Leaseholder defaults on payment of the ground rent for two consecutive years or seriously fails in the fulfilment of his remaining obligations. The notice of termination is given as determined hereafter in paragraph 2 of this article. This notice of termination must be served within eight Page 22 of 46

23 days and under penalty of nullity on the persons listed in the public register as holding a restricted right or levying an attachment to the leasehold. 2. The notice of termination will be given with due observance of article 10, paragraphs 2 and 3. ARTICLE 10: Notice of termination of the leasehold on the grounds of general interest 1. The Moerdijk Port Authority can give notice of termination of the leasehold without prejudicing its rights under article 9, on the grounds of general interest as referred to below in article 11. The notice of termination will be given by terminating the right. 2. Notice of termination must be given by bailiff s notification subject to a term of at least one year before the date from which notice of termination is given. 3. This notice of termination must, within eight days and under penalty of nullity, also be served on the mortgage holder and others who are listed in the public register as holding a restricted right or levying an attachment to the (sub) leasehold. ARTICLE 11: General interest Reasons which may justify a notice of termination of the ground lease by the Moerdijk Port Authority as referred to in article 10 above, stem from infrastructural reasons, particularly within the framework of further development of the dock areas of the Moerdijk Port Authority and/or reasons/circumstances in respect of environmental protection. ARTICLE 12: Indemnification in the event of a notice of termination in the general interest 1. If the leasehold expires in the manner as referred to in article 10, paragraph 1 above, indemnification is granted pursuant to the Expropriation Act and the case-law based on it. 2. The value of that which is created contrary to any provision or condition in the creating deed or in a deed containing changes to the leasehold will not be reimbursed, nor any damage in respect of terminating any activity performed on the ground and in the structures contrary to any provision or condition in the creating deed or in a deed containing changes to the leasehold, unless the Moerdijk Port Authority has issued a written approval to that effect. Neither will be reimbursed the value of that which is created without planning permission or contrary to the zoning plan, nor the damage in respect of terminating any activity performed in the structures contrary to the zoning plan or any other statutory provision. 3. If the Leaseholder does not agree to the compensation offered by the Managing Committee, he must inform the Managing Committee of this in writing within two months of receipt of the notification of compensation sent by registered post. If no agreement is reached on the amount of the compensation, it will be established by three experts prior to an appeal to the competent courts. 4. The Moerdijk Port Authority pays the damages due to the Leaseholder, after deduction of all that which the Leaseholder still owes the Moerdijk Port Authority with regard to the leasehold of the ground and structures. 5. If, at the time of termination of the lease, the leasehold was encumbered with a mortgage, the maximum damages, contrary to paragraph 6 of this article, will be paid to the mortgage holder(s) after deduction of all that which is still due to the Moerdijk Port Authority with regard to the leasehold, the ground and the structures erected on it, plus the amount, if and insofar as possible, still due to the mortgage holder(s) pursuant to the mortgage loan involved. Any remaining amount of the damages is paid to the Leaseholder. 6. As long as the ground and the structures erected on it (with the exception of the legally obtained property rights of third parties) have not been put at the free disposal of the Moerdijk Port Authority, the aforementioned is authorized to retain payment pursuant to this article. Solely for the application of this article, legally obtained property rights are considered to be equal to property rights otherwise obtained by third parties, which in the opinion of the Moerdijk Port Authority do not give rise to any objections. Page 23 of 46

24 ARTICLE 13: Vacation of the ground and structures If, on the day the agreement ends, the parcel of land and the structures erected on it have not been vacated by the Leaseholder and put at the disposal of the Moerdijk Port Authority, the Managing Director can, without any further notice of default, effectuate eviction with due observance of the legally obtained property rights of third parties, all this at the expense of the Contracting Party except if and insofar the latter can invoke his right of retention towards the Moerdijk Port Authority, until the indemnification and/or compensation due to him have been settled pursuant to article12. ARTICLE 14: Alienation and encumbrance during ground lease, change of control 1. Subject to consent of the Managing Director the Leaseholder can: a. In respect of his leasehold and rights and obligations from agreements based on and/or connected to that - the subleasing of land included - wholly or partly transfer, assign, encumber, divide or establish a limited or commercial right of enjoyment (easement) or a qualitative obligation. The consent requirement does not apply to the right of creating a mortgage. b. Lease, let out, grant the usufruct/use of or sublease the leasehold, rights and obligations from agreements based on and/or connected to that, or the grounds and structures or parts thereof to others; 2. In order to obtain the consent as referred to in paragraph 1, the Leaseholder must send the draft deed / draft agreement to the Managing Director indicating the anticipated inception date of the relevant right of the third party, after which the Managing Director will as make a decision on granting consent for the relevant juristic act as soon as possible. 3. In respect of the Managing Director granting his approval the following conditions are set regardless: a. The Leaseholder remains responsible towards the Moerdijk Port Authority with regard to timely settlement of the ground rent and other charges in connection with the immovable property, unless, in the opinion of the Moerdijk Port Authority, the entitled successor in title/party provides satisfactory guarantees and safeguards; b. The Leaseholder and his successor must ascertain the condition of the land at the time of the juristic acts as referred to under a of this article, in conjunction with article 4 of the General Terms and Conditions, General Section and article 23 of the General Terms and Conditions, Special Section, particularly in respect of the obligations towards the Moerdijk Port Authority. c. Transfer of the leasehold and the rights and obligations from agreements based on and/or connected to that, or another limited right other than a mortgage, granting the usufruct/use or letting out of the immovable property granted under ground lease, must solely be established by means of a deed executed in the presence of a civil-law notary to be appointed by the Moerdijk Port Authority in consultation with the Leaseholder. d. An officially certified copy of the deed referred to in paragraph 3, under c of this article must be made available to the Managing Director by and at the expense of the Leaseholder within one month of its date. 4. The Managing Director reserves the right to attach additional conditions to the consent and/or can grant this consent for a limited period of time until notice of termination under certain terms, within the limits of the standards of reasonableness and fairness. 5. This article applies in full in the event of public sale of the ground lease. 6. In the event of change of control at the Leaseholder, the Leaseholder will notify the Moerdijk Port Authority in good time. Page 24 of 46

25 ARTICLE 15: Position of the Leaseholder during alienation and encumbrance of the ground lease Acts in violation of the afore-mentioned provisions in article 14 and the (additional) conditions attached to the consent give the Moerdijk Port Authority the right to invoke the nullity of it and to regard these as not performed towards it. ARTICLE 16: Obligations towards the mortgage holder 1. The Moerdijk Port Authority will in due time inform the mortgage holder in writing of the intention to terminate the ground lease or of changes of the land value on which the ground rent is based. Changing or dividing the leasehold can only be established with prior written consent of the mortgage holder. 2. The holder of a mortgage, by which the ground lease is encumbered, will for his benefit only be able to lay claim to rights granted to the mortgage holder under these general conditions, when a copy has been submitted to the Managing Committee and a written statement has been submitted of the address where notices, bailiff s notification, etc. can be served in this connection. 3 The mortgage holder who complies with the provisions of the previous paragraph of this article, will, when his right of mortgage is extinguished, notify the Manager thereof and remove his registration in the public registers. 4 Only by agreement of the Moerdijk Port Authority, the Leaseholder and the mortgage holder, whose right is evidenced in writing, can the provisions stipulated under the agreement be amended. 5.The Moerdijk Port Authority will notify the mortgage holder in due time in writing of the intention to terminate the ground lease or of changes of the land value on which the ground rent is based. 6 The Moerdijk Port Authority does not have any obligation towards a mortgage holder who has established his right in breach of these General Terms and Conditions. ARTICLE 17: Removal of structures following expiry of ground lease 1. At the end of the ground lease, other than by termination in the public interest, the Leaseholder is obliged to remove the structures at his own expense. 2. The Leaseholder is obliged to return the immovable property granted under a ground lease in the original condition. Failing that within three months of expiry of the period for which the leasehold was granted, the Moerdijk Port Authority will be authorized to take the necessary steps at the expense of the Leaseholder. 3. The Managing Director can grant part or full exemption of the obligations as referred to in the previous paragraphs. The Managing Director is entitled to attach conditions to that. ARTICLE 18: No compensation following expiry of ground lease / structures After expiry of the ground lease the former Leaseholder is not entitled to compensation of the value of any structures still present, unless otherwise agreed in writing. ARTICLE 19: Liability following transfer / assignment of leasehold Following the transfer or assignment of the leasehold, the legal predecessor remains responsible for that which is owed to the Moerdijk Port Authority at the time of transfer/assignment, and the transferee and his legal predecessor are jointly and severally liable for the ground rent owed by the latter to the Moerdijk Port Authority. ARTICLE 20: Entry in the public registers Following expiry of the leasehold, the Leaseholder irrevocably authorizes the Moerdijk Port Authority to make an entry in the public registers to that effect and to do all that is necessary and relevant, all this at the expense of the Leaseholder. Page 25 of 46

26 ARTICLE 21: Right of superficies for the Leaseholder 1. If the Leaseholder is also granted the right to have structures on or in the land granted under a ground lease, this real right will be considered to be a right of superficies, which will be created together with the leasehold and form an integral part of it and - subject to agreed deviations - will be controlled by these provisions both in respect of the meaning and the revocation of the right. 2. The right of superficies to be granted in paragraph one of this article relates to the entire parcel of land with regard to which the ground lease is created. 3. The Leaseholder must notify the Moerdijk Port Authority of any creation or change with regard to the granted right of superficies referred to in paragraph one of this article. ARTICLE 22: Structures 1. If and insofar the ground lease on the grounds of article 20, paragraph 1 of the General Terms and Conditions, General Section, includes the structures on the land granted under the ground lease, the Leaseholder is not allowed to make changes to the structures without the consent of the Managing Committee. 2. On expiry of the leasehold, the lease holder puts the structures at the free disposal of the Moerdijk Port Authority in such condition which can be reasonably expected on the grounds of: a. the inventory of the structures described and referred to in paragraph 1, article 20 of the General Section of the General Terms and Conditions, b the period of the leasehold and c. the obligation to maintenance and repair of damage as referred to in article 18 of the General Section of the General Terms and Conditions. 3. If the condition of the structures has dropped below the level which can be reasonably expected as referred to in the second paragraph of this article, the Leaseholder will compensate the damage incurred by the Moerdijk Port Authority. 4. If the structures, as a result of the use by the Leaseholder, are rendered unsuitable for normal occupancy, this by reasonable assessment of the Managing Committee, the Leaseholder will reimburse any resulting damage incurred by the Moerdijk Port Authority. ARTICLE 23: Condition of the soil 1. The Leaseholder will refrain from any acts or omissions which can cause or stimulate pollution of the soil, the groundwater, surface water or the water bed or any other forms of pollution on, in or near the leasehold land. 2. If pollution as referred to in paragraph 1 of this article is real or threatens to become real, the Leaseholder will notify the Moerdijk Port Authority of this immediately. 3. The Leaseholder will be responsible for the pollution on, in or near the leasehold land as referred to in paragraph 1 of this article, expect insofar as that pollution was real at the scene prior to inception of the ground lease or preceding use of the leasehold land by him, or has not been caused or stimulated by any actions or omissions by him, his subordinates, of third parties who had access to the leasehold land during the ground lease or preceding its use. 4. The Moerdijk Port Authority will at any time during or after expiry of the ground lease, and following consultation with the Leaseholder, be authorized to conduct an inquiry into the scope, the cause and/or the consequences of pollution as referred to in article 1 of this article. 5. If pollution as referred to in paragraph 1 of this article is real or threatens to become real the Moerdijk Port Authority will, following consultation with the Leaseholder, be authorized to establish and effect Page 26 of 46

27 measures, or have the Leaseholder or a third party effect measures which, in its opinion, are necessary to neutralise, limit or prevent that pollution or the suspected causes or possible consequences thereof. 6. The Leaseholder will be obliged to provide all details and render all assistance which the Moerdijk Port Authority deems necessary in connection with the inquiry or measures as referred in this article, and to furthermore allow persons charged with that inquiry or those measures, including auxiliaries to be used to that effect, onto the leasehold land. 7. The Moerdijk Port Authority is not responsible for damage which the Leaseholder may incur as a result of the inquiry or measures as referred to in this article, except insofar as this damage is the result of intention, a serious fault or gross negligence on the part of the Moerdijk Port Authority. The costs for the inquiry and those measures are at the expense of the Leaseholder, unless he is not responsible for the pollution. 8. The Leaseholder will, to the satisfaction of the Moerdijk Port Authority, take out insurance against the risks arising from this article, insofar as all this is possible on the Dutch insurance market within the limits of reasonableness. 9. Following expiry of the ground lease, the Leaseholder is obliged to again put the land at the free disposal of the Moerdijk Port Authority in at least the original condition as at the time of inception of the ground lease, which condition is described and recorded in the report of the environmental research as referred to in article 4, General Terms and Conditions, General Section. 10. If there is cause to doubt the condition of the land, the Managing Director, without prejudice to his authority in paragraph 4 of this article, is entitled to demand from the Leaseholder an environmental inquiry into the condition of the land. The afore-mentioned inquiry must be completed within three months after expiry of the lease. 11. If the inquiry as referred to in paragraph 10 of this article indicates that the land is polluted to a more or lesser degree, the Leaseholder is obliged to remediate the ground and return it in a clean condition, or at least in the condition as referred to in paragraph 9 of this article. 12. If and insofar the Leaseholder, despite the request and demand to that end, made by the Managing Director (intended in paragraph 10 of this article), remains in default to conduct the research, the Moerdijk Port Authority is authorized to have this enquiry conducted and to recover the relevant costs from the Leaseholder. 13. If the Leaseholder despite a demand to this end, given the seriousness and nature of the detected pollution, remains in default to decontaminate the land within the meaning as referred to in paragraph 9, the Moerdijk Port Authority is entitled to have the decontamination carried out and to recover the relevant costs from the Leaseholder. ARTICLE 24: Official title These General Terms and Conditions are further referred to as General Terms and Conditions Moerdijk Port Authority 2017, Special Section Ground Lease. Page 27 of 46

28 SPECIAL SECTION RENT ARTICLE 1: Applicability of the General Section General Terms and Conditions Unless expressly indicated below, the General conditions of the General Section apply in full, if and in so far as the nature of the agreement does not dictate otherwise. ARTICLE 2: Term of the rental agreement The rental agreement will be applicable for a (maximum) period of five years, unless otherwise agreed. ARTICLE 3: Rental agreement and turnover tax 1. All amounts stated in these Special Conditions and in the offer or the agreement as the case may be, for which these Special Conditions have been made applicable, are exclusive of turnover tax. In case of taxed rental, this also applies to the rent. The turnover tax is charged by the Moerdijk Port Authority and must be paid together with the rent and fees for additional deliveries and services, or the advance to that. 2. The parties agree that the Moerdijk Port Authority charges turnover tax on the rent. 3. If it is agreed that turnover tax is charged on the rent, the Lessee herewith grants irrevocable authority to the lessor and his legal successor(s) to submit a request on his behalf also as referred to in article 11, paragraph 1, under b, 5 of the Turnover Tax Act 1968 (request opting for taxed rent). If so requested, he will countersign and return this request within fourteen (14) days of having received it from the Moerdijk Port Authority. 4. The Lessee and the Moerdijk Port Authority explicitly declare that the rent is established on the basic assumption that the Lessee will continue to use the rented property for at least the statutory or yet to be determined minimum percentage for activities which entitle deduction of turnover tax, in such a manner that taxed rent can be opted for. 5. Should the decision on the request submitted to opt for taxed rent/rental be reversed, since the Lessee no longer uses the rented property for activities which gives entitlement to deduction of turnover tax as referred under 4, the Lessee no longer owes the Moerdijk Port Authority turnover tax on the rent, yet, from the date on which the option decision was reversed, the Lessee is obliged to pay the lessor a separate fee in addition to the rent exclusive of turnover tax, to the extent that the latter is fully compensated for: I. the turnover tax on the operating costs of the rented property or investments therein (no longer) deductible for the Moerdijk Port Authority as a result of the reversal of the option, as well as the future absence of return on the turnover tax (previously) deductible by the Moerdijk Port Authority. II. the turnover tax which the Moerdijk Port authority must pay to the tax authorities as a result of the reversal of the option due to recalculation as referred to in article 15, paragraph 4 of the Turnover Tax Act 1968 or revision as referred to in articles 11 to 13 of the turnover Tax Implementation Decree 1968, as well as the future absence of return on the amount to be paid to the tax authorities. III. all other damage incurred by the Moerdijk Port Authority as a result of the reversal of the option decision. The financial loss incurred by the Moerdijk Port Authority following the reversal of the option decision, insofar as has been or can be determined, is always paid by the Lessee simultaneously with the periodic rent instalments to the Moerdijk Port authority, with the exception of the damage as referred to under I., if possible equally divided across the remaining term of the current rent period by means of an annuity, yet becomes fully and immediately due and payable by the Lessee when the rental agreement is terminated prematurely, regardless of the reason. Page 28 of 46

29 6. That which is stated under paragraph 5 of this article also applies when the request opting for taxed rent pursuant to article 11, paragraph 1, under b, 5e of the Turnover Tax Act 1968, is not honoured by the tax authorities, regardless of the reason. 7. Should the situation arise as referred to under paragraph 5 of this article, the Moerdijk Port Authority will inform the Lessee of the amounts payable by the Moerdijk Port Authority to the tax authorities and will provide an insight in the remaining damage as referred to under paragraph 5 of this article, all this with the exception of the damage assessed in advance as referred to under I. The Moerdijk Port Authority will render its assistance if the Lessee wishes to have the statement of costs of the Moerdijk Port Authority verified by an independent chartered accountant. The costs of this are at the expense of the lessee. 8. At the end of each financial year of the lessee, he will promptly send a statement to the Moerdijk Port Authority signed by him stating that the property rented by him (also when it has been given in use to a third party wholly or partly) has during the past financial year either or not been used for purposes which, on the grounds of article 15 of the Turnover Tax Act 1968, fully or virtually fully qualify (at least ninety percent (90%)) for deduction of turnover tax. 9. If the Lessee does not comply with the aforementioned information obligation or it turns out in retrospect that he has adopted an incorrect assumption as a result of which the Moerdijk Port Authority, as it turns out in retrospect, has wrongly charged turnover tax on the rent, the Lessee remains in default and the Moerdijk Port Authority is entitled to recover the financial loss from the lessee. This loss concerns the total turnover tax payable by the Moerdijk Port Authority to the tax authorities in this respect, increased by interest and any increments. The stipulations in this paragraph contain an arrangement for compensation in case the option decision is reversed with retroactive effect, all this in addition to the arrangement stipulated under paragraph 5 of this article. The additional damage incurred by the Moerdijk Port Authority as a result of this retroactive effect, becomes fully and immediately due and payable by the lessee. The Moerdijk Port Authority will render its assistance if the Lessee wishes to have the statement of additional damage by the Moerdijk Port Authority verified by an independent chartered accountant. The costs of this are at the expense of the Moerdijk Port Authority. 10. That which is stated under paragraph 5 of this article also applies when the Moerdijk Port Authority is first confronted with damage, either or not following premature termination of the rental agreement, as a result of the applicable decision option being reversed, which damage in that event becomes fully and immediately due and payable by the Moerdijk Port Authority. ARTICLE 4: Use of the rented property Without prior written approval of the Moerdijk Port Authority the Lessee is not allowed to have the rented property used by third parties, neither wholly nor partly, or to sublet it to third parties. ARTICLE 5: Condition of the soil 1. The Lessee will refrain from any acts or omissions which can cause or stimulate pollution of the soil, the groundwater, surface water or the water bed or any other forms of pollution on, in or near the rented property. 2. If pollution as referred to in article 4, paragraph 1 is real or threatens to become real, the Lessee will inform the Moerdijk Port Authority of this immediately. 3. The Lessee will be responsible for the pollution on, in or near the rented property as referred to in article 4, paragraph 1, expect insofar as that pollution was real at the scene prior to inception of the rent or preceding use of the rented property by him, or has not been caused or stimulated by any actions or omissions by him, his subordinates, or third parties who had access to the rented property during the rent or preceding its use. Page 29 of 46

30 4. The Moerdijk Port Authority will at any time during or after expiry of the rent, and following consultation with the lessee, be authorized to conduct an inquiry into the scope, the cause and/or the consequences of pollution as referred to in article 4, paragraph If pollution as referred to in article 4, paragraph1, is real or threatens to become real the Moerdijk Port Authority will, following consultation with the lessee, be authorized to establish and effect measures, or have the Lessee or a third party effect measures which, in its opinion, are necessary to neutralise, limit or prevent that pollution or the suspected causes or possible consequences thereof. 6. The Lessee will be obliged to provide all details and render all assistance which the Moerdijk Port Authority deems necessary in connection with the inquiry or measures as referred to in this article. 7. The Moerdijk Port Authority is not responsible for damage which the Lessee may incur as a result of the inquiry or measures as referred to in this article, except insofar as this damage is the result of intention, a serious fault or gross negligence on the part of the Moerdijk Port Authority. The costs for the inquiry and those measures are at the expense of the lessee, unless he is not responsible for the pollution. 8. The Lessee will, to the satisfaction of the Moerdijk Port Authority, take out insurance against the risks arising from this article. 9. Following expiry of the rent, the Lessee is obliged to again put the land at the free disposal of the Moerdijk Port Authority in at least the original condition as at the time of inception of the right to rent, which condition is described and recorded in the report of the environmental research as referred to in article 4, General Terms and Conditions, General Section. 10. If there is cause to doubt the condition of the land, the Moerdijk Port Authority, without prejudice to its authority in paragraph 4 of this article, is entitled to demand from the Lessee an environmental inquiry into the condition of the land. The afore-mentioned inquiry must be completed within three months of expiry of the rental agreement. 11. If the inquiry as referred to in paragraph 10 of this article indicates that the land is to a more or lesser degree polluted, the Lessee is obliged to decontaminate the ground and return it in a clean condition, or at least in the condition as referred to in paragraph 9 of this article. 12. If and insofar the lessee, despite the request and demand made by the Managing Director in paragraph 10 of this article to that end, remains in default to conduct the research as referred to in article 10, the Moerdijk Port Authority is authorized to have this enquiry conducted and to recover the relevant costs from the lessee. 13. If the Lessee despite a demand to this end, given the seriousness and nature of the detected pollution, remains in default to decontaminate the land within the meaning as referred to in paragraph 9 of this article, the Moerdijk Port Authority is entitled to have the decontamination carried out and to recover the relevant costs from the lessee. ARTICLE 6: Giving possession 1. On expiry of the rent, compensation for structures or their demolition will not be granted. 2. The Moerdijk Port Authority determines to either demolish structures on expiry of the rent or not. 3. On expiry of the rent the Lessee will give possession of the rented property in the original condition in which he accepted the rented property at inception of the rent. 4. On expiry of the rent an environmental report will again be compiled at the expense of the lessee. If it becomes evident that during the rent soil pollution has been caused, the soil pollution will be removed at the expense of the lessee. 5. In the event of non-compliance of the obligation to remove soil pollution as referred to in paragraph 4 of this article, the Lessee forfeits a penalty which is calculated in accordance with the following formula: B = [ S + (H X L) ] Page 30 of 46

31 In which the elements are represented as follows: B: the penalty forfeited by the Lessee S: the cost regarding decontamination and other clean-up work of the soil and ground water H: the rent of the ground L: the number of months the land cannot be rented out (as a result of the time needed to clean up the land) H x L: lost rental earnings. ARTICLE 7: Dissolution of the rental agreement in the event of the Lessee failing to fulfil obligations The Moerdijk Port Authority is entitled, insofar as it concerns a rental agreement of undeveloped land, to dissolve the rental agreement without judicial intervention, if the Lessee fails to pay the rent during six consecutive months or seriously fails to fulfil his other obligations. ARTICLE 8: Dissolution of rental agreement on grounds of general interest 1. The Moerdijk Port Authority can also give notice of termination due to reasons of general interest as referred to in article 8 hereafter, unless mandatory legal provisions dictate otherwise. Termination is established through dissolution of the rental agreement after the Management Committee has made a decision to that effect. 2. This proposal sets out the reasons and their substantiation that justify the termination of the rental agreement. The Managing Committee informs the Lessee and any interested parties of the proposal in writing. ARTICLE 9: General interest Reasons which may justify a notice of termination of the rental agreement or ground lease by the Moerdijk Port Authority as referred to in article 7 above, stem from infrastructural reasons, particularly within the framework of further development of the dock area of the Moerdijk Port Authority and/or reasons/circumstances in respect of environmental protection. ARTICLE 10: Indemnification in the event of a notice of termination in the general interest 1. If the rental agreement expires in the manner as referred to in article 7 above, indemnification is granted pursuant to the Expropriation Act and case-law based on it. 2. The value of that which is created contrary to any provision or condition in the rental agreement will not be reimbursed, nor any damage in respect of terminating any activity performed on the ground and in the structures contrary to any provision or condition in the rental agreement, unless the Moerdijk Port Authority has issued a written approval to that effect. Neither will be reimbursed the value of that which is created without planning permission or contrary to the zoning plan, nor the damage in respect of terminating any activity performed in the structures contrary to the zoning plan or any other statutory provision. 3. If the Lessee does not agree to the compensation offered by the Moerdijk Port Authority, he must inform the Managing Committee of the Moerdijk Port Authority of this in writing within two months of receipt of the notification of compensation sent by registered post. When no agreement is reached on the amount of the compensation, it will be established by three experts to be appointed by the court of competent jurisdiction prior to an appeal to the competent courts. 4. The Moerdijk Port Authority pays the damages due to the lessee, after deduction of all that which the Lessee still owes the Moerdijk Port Authority with regard to the rental agreement of the ground and structures. Page 31 of 46

32 5. As long as the ground and the structures erected on it (with the exception of the legally obtained property rights of third parties) have not been put at the free disposal of the Moerdijk Port Authority, the aforementioned is authorized to retain payment pursuant to this article. Solely for the application of this article, legally obtained property rights are considered to be equal to property rights otherwise obtained by third parties, which in the opinion of the Moerdijk Port Authority do not give rise to any objections. ARTICLE 11: Vacation of the ground and structures If, on the day the agreement ends, the parcel of land and the structures erected on it have not been vacated by the Lessee and put at the disposal of the Moerdijk Port Authority, the Managing Director can, without any further notice of default, effectuate eviction with due observance of the legally obtained property rights of third parties, all this at the expense of the Contracting Party except if and insofar the latter can invoke his right of retention towards the Moerdijk Port Authority, until the indemnification and/or compensation due to him have been settled pursuant to article 9. ARTICLE 12: Official title These General Terms and Conditions are further referred to as General Terms and Conditions Moerdijk Port Authority 2017, Special Section - Rent". Page 32 of 46

33 SPECIAL SECTION INDUSTRIAL PARK & CHEMICALS STRIP Industrial Park (in accordance with the deed of transfer dated 27 January 2009) & Chemicals Strip (in accordance with the deed of exchange dated 9 June 1991) The Moerdijk Port Authority (i.e. its predecessor in title) acquired title to the grounds of the Industrial Park & the Chemicals Strip from Shell Nederland Chemie BV (hereinafter: SNC) of which, in respect of the Industrial Park, a deed of transfer of was executed on 27 January 2009 before civil-law notary J.D.M. de Rooij, practising in the Municipality of Moerdijk and of which, in respect of the Chemicals Strip, a deed of exchange of was executed on 4 June 1991 before civil-law notary A.A. Schulting, practising in the Municipality of Rotterdam. The relevant provisions from these deeds will literally be taken over hereinafter. PARAGRAPH 1: INDUSTRIAL PARK Under the aforesaid deed of transfer dated 27 January 2009, the following special provisions apply in respect of the grounds of the Moerdijk Port Authority at the Industrial Park. ARTICLE 1: Definitions In the following special provisions, the following terms are defined as: a. the Buyer : the aforesaid Public Authority: The Moerdijk Port Authority, with its registered office in Zevenbergen. b. Data Room : the documents, information and data provided electronically to the Buyer via the virtual data room prior to the conclusion of the Purchase Agreement, in order to enable the Buyer to examine the Property Sold and to enable the Buyer to take a purchase decision wholly on the basis of its own examination and the examination of its advisers; c. Northern Land : the location of the Seller near and to the north of the Property Sold, known locally as Chemieweg and Westelijke Randweg and recorded in the land register as Municipality of Klundert, Section B, no (sixteen hectares, fifty-two ares and seven centiares in size) as well as Section C numbers 1742 (ten hectares, forty-one ares and thirty centiares in size), 1870 (eight hectares, one are and fifty-four centiares in size), 1902 (two ares and sixteen centiares in size), 1903 (sixty-seven ares and forty-six centiares in size), 1904 (forty ares and sixty-nine centiares in size), 1905 (one hundred and forty-nine hectares, forty ares and forty-nine centiares in size) and the remaining part of the plots of land recorded in the land register as Municipality of Klundert, Section C, numbers 1743 and 1873 will remain in the possession of the Seller; d. The Parties : the Seller and the Buyer; e. Permanent Infrastructure : the current railway including railway track, the ten-inch oxygen pipeline originating from L Air Liquide, the six-inch nitrogen pipeline originating from L Air Liquide, the instrumentation cables to the L Air Liquide installation, the electrical power supply cables for the street lights to the L'Air Liquide installation, the four-inch acetylene pipeline to Messer Griesheim, decommissioned cables of the former public lighting along the old river embankment and PTT post facility, a decommissioned four-inch drinking-water pipe, the three-inch EO-pipe from MEOD to Kolb and the instrumentation and electrical cables to the EO-metering station at Kolb, which infrastructure is located in Page 33 of 46

34 or on the Property Sold and is represented in a drawing attached to these General Terms and Conditions as Schedule 2 (with the descriptions former public lighting PTT and 4 decommissioned drinking-water pipe, easement (5,643 m2), easement (2,524 m2) ) and easements (5,643 m2) ); the term inch used above is understood to mean the English measure of length inch ; f. the Purchase Agreement : the purchase agreement related to the Purchase, between the Seller and the Buyer dated the thirty-first of December two thousand and eight; g. Processing plants : plants producing chemical products, raw materials and semi-finished products on an industrial scale, using essentially petrochemical, biochemical and/or physical processes; these include: chemicals, oil refining and petrochemicals, pharmaceuticals, natural gas production, blast furnaces and paper production. h. The Property Sold : 1. the plot of land, i.e. a building site within the meaning of the Turnover Tax Act 1968, with Permanent Infrastructure located in Moerdijk, known locally as Westelijke Randweg (unnumbered) and Zuidelijke Randweg (unnumbered), forming those plots of land recorded in the land register as Municipality of Klundert, Section C, numbers 1704, 1743 and 1873, and the entire plot recorded in the land register as Municipality of Zevenbergen, Section A, number 761, the latter plot being twelve acres, forty-nine ares and ninety-six centiares in size, together around fifty-eight hectares, ninety-four ares and forty-nine centiares, as is shown with crosshatching in the plan numbered Tc E, which is attached to these General Terms and Conditions as Schedule 2; and these cadastral parcels and the whole cadastral plot together forming one immovable property for the purposes of the Land Registry Fees Regulations; 2. the plot of land, i.e. a building site within the meaning of the Turnover Tax Act 1968, with Permanent Infrastructure, located in Moerdijk, known locally as Zuidelijke Randweg (unnumbered) and Westelijke Randweg (unnumbered), consisting of those plots of land recorded in the land register as Municipality of Klundert, Section C, numbers 1704 and 1743, about forty-six hectares, forty-four ares and sixty-four centiares in size, as shown with cross-hatching in the plan numbered Tc E, and these registered part plots together forming one immovable property for the purposes of the Land Registry Fees Regulations; and 3. the plot of land, mostly a building site within the meaning of the Turnover Tax Act 1968, with Permanent Infrastructure, located in Moerdijk, known locally as Zuidelijke Randweg (unnumbered) and Middenweg (unnumbered), consisting of those plots of land recorded in the land register as Municipality of Klundert, Section C, numbers 1704 and 1743, and that part of the plot recorded in the land register as Municipality of Zevenbergen, Section A, number 388, about twenty-six hectares, sixty-one ares and three centiares in size, as indicated with crosshatching in the plan numbered Tc E; and for the purposes of the Land Registry Fees Regulation, the above listed registered plots together forming one property. i. the Seller : the aforementioned private company with limited liability: SHELL Nederland Chemie B.V., with its registered office in Rotterdam. Definitions may be used in the singular or plural without loss of substantive meaning. ARTICLE 2: Infrastructure, Chemieweg, Easements and Qualitative obligations With regard to the infrastructure, Chemieweg, Easements and Qualitative obligations, the following provisions of the Deed of Transfer apply as mentioned in the preamble of this Special Section of the General Terms and Conditions of the Moerdijk Port Authority 2017: Page 34 of 46

35 Article The Permanent Infrastructure is situated in and on the Property Site, as evidenced by the Data Room and as shown in the drawing attached to these General Terms and Conditions as Schedule 2. The Seller declares that it is not aware of the presence of cables and pipes other than those specified in the definition of Permanent Infrastructure. If it turns out that cables and/or pipes are present that are not shown in the drawings referred to above, and that these may restrict in any way the reasonable use for the Buyer or its successors, then the Seller will, at its expense and risk, take care of the removal/relocation. The provisions in the previous sentence do not apply if cables and/or pipes were already present at the time of acquisition of title by the Seller. The EO-pipe, associated instrumentation and electrical cables to the EO-metering station forming part of the Permanent Infrastructure will be relocated by the Seller to a new projected route as shown in Schedule 2 within five years after the present date. After the relocation, the old route will be discarded. If users, whether lessees or Leaseholders, or users under any other title, or successors, in the case of partial alienations or otherwise, at any time wish to construct and use cables or pipes to and from the location of the Seller in the North of the Site for their activities, then the Buyer will provide reasonable assistance to do so The Parties decide, specifically for the existing railway track with track culvert as shown in Schedule 2, that the ownership will be transferred to the Buyer, who will maintain it as well. The Seller receives a licence for the railway track and track culvert until a new replacement railway track to the area of the Seller in the North of the Site is constructed (via the so-called "Western Route"), which the Seller has an obligation to perform to the best of its ability. The Seller will subsequently remove all or part of the current railway track on its own account and risk within three years after the Transfer Date. Materials or residual materials of the removed railway track will belong to the Seller. If construction of a new railway track to the area of the Seller in the North of the Site (via the so-called "Western Route") is prohibited, or is not otherwise reasonably possible within three years after the Transfer Date, the purchase price will be reduced to an amount of fifty-eight million four hundred thousand Euro (EUR 58,400,000.00) and the Seller will promptly refund the difference between the purchase price paid by the Buyer as referred to in Article 3.1 and in accordance with the above-mentioned reduced purchase price to the Buyer, together with an annual compound interest rate of five percent (5%) for the relevant difference, calculated from the present day until the time of payment of the difference. The Seller thus keeps the right to use the existing railway track with the track culvert and the Buyer fulfils its obligation to maintain them. The Seller will contribute to the reasonable maintenance costs in proportion to the number of trains running to the area of the Seller to the north of the Site relative to the total number of trains using this track. If the new railway track cannot be constructed via the so-called "Western Route" as referred to in the preceding paragraph, then the Parties will consult each other on an alternative route, to the east and along Chemieweg without crossing it, taking as a starting point that the Seller is obliged to extend cooperation for the alternative and to pay the construction costs. Within this framework the Parties will make arrangements on the use and maintenance in compliance with the relevant provisions. If this alternative is chosen, the purchase price will remain as stated in Article 3.1. If this alternative route is not permitted or is not reasonably possible otherwise, then the provisions of the preceding paragraph will apply, as the Seller must have a rail connection to its premises at any given time For as long as the railway track has not been removed, the Buyer is obliged to allow the Seller or any third party who have been granted rights (of use) thereto by the Seller or its successors to make use of and be present and perform all required (maintenance) work on the railway track and track culvert, if the Seller would want to do so voluntarily at some point, subject to the provisions in the above paragraph 2, and to do nothing to cause any restriction or hindrance for the use thereof by the Seller or any third parties that have been granted rights (of use) by the Seller or its successors. Page 35 of 46

36 In the Purchase Agreement the Parties have agreed to establish an easement in respect thereof. In execution thereof the Buyer hereby grants and the Seller hereby accepts, at the expense of the Site as the servient land, and for the benefit of the Northern Plot as the dominant land, an easement intended to allow the use of this as referred to above in this paragraph and to do nothing that would cause any limitation or restriction of its use. In addition, the access to the servient land in order to reach the railway track and track culvert must be permitted and not restricted or prohibited under this easement. The owner of the servient land is obliged to maintain the railway track and track culvert in such a way that it remains in the present functional state. Once the Seller has realized a replacement railway track to the Northern Plot, the Seller will waive this easement, which waiver the Buyer will accept. The Parties hereby irrevocably grant the civil-law notary full power of attorney to execute a deed in which the Parties so declare and to register a copy of that deed in the designated public registers Physical damage to the Site after the Transfer Date other than through the actions of the Buyer or its successors or their lessees/leaseholders or tenants as a result of (i) activities by or on behalf of the Seller to the Permanent Infrastructure, or (ii) as part of the use of the Permanent Infrastructure by the Seller, will be for the account and risk of the Seller and will be restored by the Seller. The Seller is not required to pay any other damages and will not be sued for damages by the Buyer. The obligation not to sue the Seller for damages also applies to any other legal successors of the Buyer in any legal entitlement to the Site under the law of property and to those whom the Buyer or its legal successors will grant the right to use the property. The Parties have agreed that this obligation will be established as a qualitative obligation towards the Seller within the meaning of Section 252, paragraph 1 of Book 6 of the Dutch Civil Code and hereby establish that obligation as such The Seller is obliged to allow Chemieweg to be used at any time by any suitable vehicle to go from Zuidelijke Randweg to the Site, and vice versa. In the Purchase Agreement, the Parties have agreed to establish an easement in respect thereof. In execution thereof the Seller grants and the Buyer accepts, at the expense of the plot of land where Chemieweg is currently located (as outlined in Schedule 2), constituting the part of the land that remains in ownership of the Seller recorded in the land register as Municipality of Klundert, Section C, number 1704 and as Municipality of Zevenbergen, Section A, number 388, as servient land, and for the benefit of the Site as dominant land, constituting the obligation to allow the use as referred to above. The owner of the dominant land is bound to contribute to half of the costs of maintenance, repair, lighting, renovation, signage and surveillance in respect of Chemieweg. The owner of the servient land is obliged to maintain Chemieweg in such a way that it remains functional for the current use or the use that is reasonably required at any time, on the understanding that in the event of heavier or more intensive use, other than by the Seller or its successors being the owners of the Northern Plot, the resulting increase in costs will be borne entirely by the owner of the (relevant) dominant land. If work other than maintenance work is carried out in order to keep Chemieweg suitable for its current use, the owner of the dominant land will only be required to contribute half of the costs, if the owner of the dominant land and the owner of the servient land have decided jointly to perform those activities. In case of partial giving in use such as letting out, leasing out, allocation of leasehold land or any other giving in use of the dominant land for others too, the owner will have and exercise the rights and obligations towards the owner of the servient land, notwithstanding the use of Chemieweg by those third parties). The owner of the servient land will not be liable for damage caused by imperfections of Chemieweg, except for gross neglect of the maintenance obligation Subject to the above provisions in respect of the railway track and the track culvert the Buyer undertakes to allow the presence, including the maintenance, renovation, use, modification, and access of Page 36 of 46

37 the Permanent Infrastructure, including the EO-pipe according to the new projected route and the construction thereof, and to do nothing that could cause any limitation or restriction to its use by the Seller or any third party to whom the Seller or its successors has/have granted any rights (of use). In the Purchase Agreement the Parties have agreed to establish an easement in respect thereof. In execution thereof the Buyer hereby grants and the Seller hereby accepts, at the expense of the Site as servient land, and for the benefit of the Northern Plot as dominant land, an easement constituting the obligation to allow the Permanent Infrastructure and the activities to be performed thereon and access to the servient land, all this as referred to above in this paragraph, and to do nothing that would cause any limitation or restriction thereto. After consultation, the owner of the dominant land and the owner of the servient land may decide to change the current location of the Permanent Infrastructure, insofar as necessary in cooperation with relevant third parties. If the location of the Permanent Infrastructure is changed at the request of the owner of the servient land, such will have to be done in accordance with the applicable rules and requirements set thereto by any third parties involved. The relocation costs and everything related thereto will be borne by the owner of the servient land. Insofar as relevant, any change will have to be made in such a way that the continuous operations of the Northern Plot are guaranteed at all times; deliveries of necessary resources must never be allowed to be interrupted. Furthermore, the following rules apply under this easement. 1. Except for an underpass constructed in accordance with the specifications of the owner of the dominant land, a maximum allowable fifteen-tonne axle load applies to the servient land at the location of the Permanent Infrastructure. 2. At the expense of its owner, the servient land must be (kept) paved at the location of the Permanent Infrastructure in accordance with the guidelines of the "Handleiding Wegenbouw Rijkswaterstaat 1991", with the proviso that there must be at least one metre of cover above the Permanent Infrastructure and that the sand up to sixty centimetres above the Permanent Infrastructure, measured from the top of the Permanent Infrastructure, must have been cleared from rubble, stones, etc. that exceed eight millimetres. The Seller declares that it has used the latter standard of sixty centimetres at the time of the construction of the Permanent Infrastructure. Nevertheless, prior to laying the pavement, the Buyer must verify whether the sand is still free from such rubble, stones etc. up to sixty centimetres above the Permanent Infrastructure (measured from the top of the Permanent Infrastructure); if not, then such rubble, stones, etc. should be removed. The paving should be laid in such a way that it will be easy to remove it again, e.g. by using concrete paving bricks, stelcon slabs or the existing pavement if it meets the above requirements If the servient land has no pavement at the site of the Permanent Infrastructure, the servient land must not be used in any way. 3. The servient land may only be used at the site of the Permanent Infrastructure to cross on foot or by vehicle. For example, it may not be used for building, storage, putting an object into the ground or parking. 4. Activities on the servient land may never cause damage or danger to the Permanent Infrastructure or threaten the continuity of its use. If there is planning of temporary risk-enhancing activities, such as e.g. driving piles, the Seller or its legal successors must be notified at least one week prior to those activities. If damage is caused to the cables and pipes in the servient land due to activities or omissions in respect of the servient land by/on behalf of the Buyer, subsequent owners or a third-user party, the person causing the damage will be answerable to the Seller or the subsequent owner of the dominant land for any related damage to the cables and pipes in the servient land and the consequences that may have. Actions or activities on the servient land will only be performed after consultation with the owner of the dominant land. Page 37 of 46

38 5. The owner of the dominant land and/or its group companies as referred to in Article 24b of Book 2 of the Dutch Civil Code and/or third parties acting on behalf of any of them should at all times have access to the servient land. If they wish to perform activities of any kind, hardened pavements, pavements or underpasses can be removed. 6. The Buyer and subsequent owners of the servient land have a far-reaching obligation to perform to the best of their abilities to ensure compliance with the obligations under this article by third-party users, including Leaseholders. The content of this obligation to perform to the best of their abilities is set out in the provisions below under 7. The Parties note, no doubt superfluously, that the Buyer has no "residual liability" for acts or omissions by subsequent owners or third-party users. If third-party users, including Leaseholders, cause damage by non-compliance with the obligations contained in this article, the Seller or the subsequent owner of the dominant land must first turn to the third-party that caused it, and only if no recovery is possible, will it be discussed whether or not the Buyer or the subsequent owner of the servient land has complied with the obligation to perform to the best of its abilities. Only if that obligation has not been fulfilled, may the Buyer or the subsequent owner of the servient land be held liable for damages. 7. As an indication of the extent of the obligation to perform to the best of one s abilities as referred to under 6, the following applies. (i) The Buyer will monitor compliance with the obligations contained in this article, as part of the monitoring it is used to do, including by means of cameras and by a surveillance round on the road surrounding the area once a day, to comply with the various regulations for the location. If the general level of supervision is reduced, at least camera surveillance will be maintained, and several times a week a surveillance round must be made on site to see if the obligations contained in this article are respected. (ii) The Buyer will promptly undertake any action that may reasonably be expected from him to terminate or prevent activities in breach of the obligations contained in this Article, and their repetition, reasonably taking into account the seriousness of the infringement and the extent to which the damage is imminent. If the Seller or its successors observe violations and bring these to the attention of the Buyer, the Buyer will also take such action. (iii) The Buyer will mark the location of the Permanent Infrastructure on site. Prior to putting the site into operation, the Buyer will check by means of talks with the prospective user to what extent an increased risk exists that, in the context of the on-site activities, the obligations under this article could be infringed. If such an increased risk exists, the Buyer will take reasonable measures to support compliance with the obligations, for example, by placing concrete edges so that the area above the Permanent Infrastructure cannot be reached by vehicles that weigh too much. The Buyer will also ensure that the user has a general liability insurance that also covers causing damage to the Permanent Infrastructure for at least five million Euros (EUR 5,000,000) per occurrence. The above only serves as an indication. Normally, the Buyer will have fulfilled its obligation to perform to the best of its abilities. However, special circumstances may give rise to other measures to be taken by the Buyer. 8. With each fully or partial assignment, transfer or giving in use of the Site, the provisions in this Article 14.6 (for rental with the exception of sections 6 and 7, which are intended only as obligations for the Buyer and subsequent owners) as well as the provisions of Article 14.7, must also be explicitly imposed on the acquirer or user by way of perpetual clause in favour of the Seller or the subsequent owner of the Northern Plot and must be accepted on behalf of Seller or the subsequent owner of the Northern Plot, such on penalty of an immediately payable fine which is not subject to judicial intervention, of five hundred thousand Euros (EUR 500,000), without prejudice to the other rights of the Seller or the subsequent owners of the Northern Plot to compliance or compensation. The Seller or the subsequent owner of the Page 38 of 46

39 Northern Plot will inform the Buyer of the non-compliance observed under this Article, after which the Buyer will have one month to rectify the default, failing which the above penalty will be forfeited Subject to the provisions of the following paragraph there will be no cross roads in an east-western direction that connects the various parts of the Site, not even as an access road. However, the Seller is willing, if requested, to discuss this with the Buyer without obligation. The position of the Seller and the present infrastructure should be fully guaranteed to the Seller s satisfaction and at least the requirements as set out in Article 14.6 will apply. The Seller will, at any rate, assist in the construction of two access roads from Chemieweg to the middle plot subject to the second sentence of the preceding paragraph, of which the first will be situated about one/third and the second one about two/thirds of the distance measured from the Basell site. The Seller will also assist in establishing easements for both access roads. If these access roads cross the Seller s infrastructure, an underpass will be constructed in accordance with the Seller s reasonable specifications, unless the Parties agree otherwise. All costs of the access roads, underpasses and easements will be borne by the Buyer. Insofar as the Site adjoins (the property of the Buyer adjacent to) Westelijke Randweg or Chemieweg, this Article does not prevent the realization of connecting roads required by the Buyer The Seller s ownership position regarding the Permanent Infrastructure is currently not recorded in the designated public records of the office of the Cadastre, Land Registry and Mapping Agency, as referred to in Article 37 of the Land Registry Act. The Buyer guarantees the Seller that it will cooperate at all times in an aforesaid act or acts - for which the Buyer grants the Seller an irrevocable power of attorney to carry out all necessary actions with right of substitution and with the right of "selbsteintritt", i.e. an agent acting in a double capacity: as the authorized party, and as the third party. In case of a full or partial transfer or transition of the Site, the Buyer will also grant its successors such power of attorney, and record by way of a perpetual clause that they also have to do this with future transitions At the location of the future northern ownership separation between the plots of the Seller and Buyer, the construction of a jetty for maritime traffic is planned in the harbour basin to the east of the Site. This jetty allows for ten hectares of additional land to be designated as port-related area. The Seller has no objection to a future construction of such a jetty and the associated pipelines, provided that the construction and use of the jetty and the associated pipeline do not harm its business operations. The Seller is obliged to assist in the establishment of the necessary easements, constituting the obligation to allow Chemieweg and the Seller s land to the west thereof to be crossed by pipelines running from this jetty to the Buyer s land to the west of Chemieweg. The Parties will consult with each other as soon as the construction of this jetty has been planned. If the Seller's plots are necessary for the use of that structure, the Seller may impose technical and financial terms for the construction and installation. ARTICLE 3: Operations, Safety Zones and Environmental Permit With regard to the Operations, Safety Zones and Environmental Permit, the following provisions from the Deed of Transfer apply as referred to in the preamble of this Special Section of the General Terms and Conditions of the Moerdijk Port Authority 2017: Article The Buyer and the Seller agree that the Seller has a consultation right of the Site in case of alienation, whether partial or otherwise, or giving in use, such as letting, leasing, issuing long-term lease, sale or any other (economic) alienation or giving in use. The Buyer will inform the Seller to what type of business or institution it intends to alienate or give in use as referred to above. The Seller only has an advisory role in all this, and the Buyer can and may deviate from this advice The drawing in the attached Schedule 3 shows that the Seller uses two safety zones. These safety zones are marked with lines as no hazardous substances storage and without Processing Plants. Within Page 39 of 46

40 these zones, there are limitations on the permitted use, viz. a zone without storage of hazardous substances and/or a zone without Processing Plants. As for the no storage of hazardous substances zone, the Parties agree that laying pipelines for the supply and discharge of (chemical) products in that area is permitted, in so far as permitted by laws and regulations. As for the without Processing Plants zone, the Parties agree that no Processing Plants may be located in said area, but that storage of raw materials for the Processing Plants, including hazardous materials, is possible With regard to the whole of the Site, the Buyer and the Seller agree that the list, which came from the Construction Plan for Shell reserve area South of the RBOI, version fourteenth of August two thousand and seven, referred to as Schedule 1, which includes the authorized and unauthorized main types of companies, will apply. If a reasonable interpretation of the above list offers no solution, the provisions of the current existing zoning plan will be decisive for whether certain main types of companies on the Site are permitted or prohibited In the Purchase Agreement, the Parties have agreed to establish easements and obligations attached to a certain capacity in respect of the provisions set out above in Article 15. In execution thereof: (i) the Buyer hereby grants and the Seller hereby accepts the zones referred to in Article 15.2 of the Site as shown in the drawing attached to this agreement as Schedule 2; the zones apply from the relevant line to the area of the Seller north of the Site as servient land, and for the purpose of the Northern Plot as dominant land; the easement concerns the obligation not to store any hazardous materials of whatever kind in the area from the line "without storage of hazardous substances", and not to have any Processing Plants present in the area from the line marked no Processing Plants ; please refer to the Official Hazardous Substances publication numbers 15 and 29 to find out what hazardous substances means; (ii) the Buyer hereby grants and the Seller hereby accepts the Site, as servient land, and the Northern Plot, as dominant land, the easement concerns the obligation to not carry out or allow any operations that are in breach of the list referred to in Article The obligations of the Buyer contained in articles 15.2, 15.3 and 15.4 towards the Seller or its successors entitled to the Northern Plot will also apply to the successors of the Buyer in any property law entitlement to the relevant areas of the Site as regards sub (i) above and the entire Site (as regards sub (ii) above, and these will be bound as well to whomever the Buyer or its successors grant a right to use the Site. The Parties have agreed that this obligation will be established as an obligation attached to a certain capacity to the Seller within the meaning of Article 252, paragraph 1 of Book 6 of the Dutch Civil Code and hereby establish that obligation as such. The provisions of this Article will not affect the specific public regulations, such as e.g. BEVI, and the Buyer declares that he is aware of this The Site is part of the construction for which the Seller s environmental permit dated the twentysecond of April two thousand and three applies, reference , amended on the twenty-seventh of January two thousand and six, reference , on the fifth of October two thousand and seven, reference , and on the thirteenth of February two thousand and eight, reference (hereinafter referred to as the Environmental Permit ). Upon delivery to the competent authority, the Seller will request an amendment to the Environmental Permit that serves to exclude the Seller s construction site. From this day until such time as the amended Environmental Permit is irrevocable, the Buyer will respect the Environmental Permit and will be liable towards the Seller s Site and will protect the Seller against any costs and third party claims, including (notices to) administrative sanctions of administrative bodies and/or (other) damage of the Seller relating to a violation of the Environmental Permit and/or relevant environmental legislation, unless such damage is caused by the actions of the Seller or a third party acting on the Seller s behalf. The provisions of this paragraph will until such time as the revised environmental permit is irrevocably be clearly laid down - by the Buyer in case of partial or full alienation or giving in use such as letting, leasing, Page 40 of 46

41 issuing in long-term lease, sale or any other (economic) alienation, or giving in use in relation to the relevant third parties so that they, too, are obliged to the Seller to respect the Environmental Permit and are liable as referred to above. For every full or partial transfer or transition of the Site, the provisions of article 15.5 will also be explicitly imposed on the acquirer by way of perpetual clause to the benefit of the Seller, and be accepted on behalf of the Seller, subject to an immediately payable fine without judicial intervention of five hundred thousand Euros (EUR 500,000) without prejudice to the Seller s other rights to performance or compensation. This does not, however, affect the Buyer s liability to the Seller. The Seller will inform the Buyer of an established breach of this Article, whereupon the Buyer will have one month to cure the default, failing which the above penalty will be forfeited. SECTION 2: CHEMICALS STRIP With regard to the plots of the Moerdijk Port Authority within the Chemicals Strip, the following special provisions of the aforementioned Deed of Exchange dated 4 June 1991 apply. ARTICLE 4: Chemicals Strip With regard to the Chemicals Strip as specified in Schedule 4 to these General Terms and Conditions, the following special provisions apply. 10. IHM undertakes towards Shell (SNC), that plot B, acquired as the result of this exchange, will be laid out in accordance with the health and safety and environmental requirements by the companies that are to establish themselves on the plot in accordance with the objectives of the Typical Layout Plan drawn up by Shell and the Moerdijk Port Authority. Under the said Typical Layout Plan, Shell is prepared, whether or not through IHM s intervention, to consult with the companies to be established on plot B, so that mutual activities do not unnecessarily affect and/or do not unduly restrict each other's options. 11.A. IHM undertakes towards Shell that plot B, acquired as the result of this exchange, will be issued to third parties that will establish a company or a part thereof as a result of which these third parties have or will have a business relationship with SNC, or in case of third parties, i.e. customers and/or suppliers of SNC, will deliver, preferably by pipeline, raw materials to SNC, or buy these from SNC. 11.B. In connection with sub-paragraph 11A, IHM will consult Shell before it alienates part or all of plot B to be acquired or encumbered with real rights or real rights of enjoyment, which consultation aims to jointly examine if IHM complies with/takes account of the above provisions under 11A. Shell s judgement or if such is the case, will be decisive. 12. At each further full or partial alienation of plot B, the provisions under sub 10 and 11 and under this sub 12 must be included in the relevant deed of transfer or establishment of a real right or a real right of enjoyment, and negotiated and adopted by the transferor for the benefit of Shell, such under penalty of a fine of two hundred and fifty thousand Dutch guilders (DFL 250,000) by the transferring party that fails to forfeit such and to pay such fine to Shell following a notice to that effect from Shell within 14 days, without prejudicing Shell s right to claim damages and/or compliance. 14.A. The Parties are aware that the current Shell site at the Moerdijk Industrial Complex is divided into blocks according to their decibel levels and noise zoning. A decibel level has been assigned to each block. The assumptions used to date with regard to Shell, the so-called "covenant agreements", result in a noise level of 55 db (A) on the outskirts of the Municipality of Klundert. The covenant agreements are starting points regarding the sound policy implementation of the entire Shell site at the Moerdijk Industrial Estate as formulated by Shell at that time. The policy of the Provincial Executive of Noord-Brabant is currently aimed at not allowing values exceeding 50 decibels (A) within residential areas, which could mean that, based on the covenant agreements, additional conditions may be imposed. Page 41 of 46

42 14.B. Under the above covenant agreements Shell is willing to proportionally transfer the established decibel levels per square metre, taking into account additional requirements arising from the noise zoning. The companies that will be established on parcel B, will consult with Shell, whether or not through IHM s intervention, so that the total, available noise allowance does not adversely affect each other s activities and/or unduly restrict each other's development potential. 14.C. At each further full or partial sale of plot B, the provisions of this sub 14 of the relevant deed of transfer, or establishment of a real right or real right of enjoyment must be included, stipulated and adopted by the transferring party for the benefit of SNC on pain of an immediately payable penalty of one million Dutch guilders (DFL 1,000,000) which is not subject to judicial mitigation, without further notice or judicial intervention being required, by the transferring party that fails to forfeit such to be paid to Shell within fourteen days after a demand to that effect from Shell, without prejudicing Shell s right to claim compensation and/or compliance. ARTICLE 5: Official Title These General Terms and Conditions are hereinafter referred to as General Terms and Conditions Moerdijk Port Authority 2017, special section Industrial Park & Chemicals Strip. Page 42 of 46

43 Schedule 1: Moerdijk Port Area and Industrial Estate Green outlining = Blue outlining = Port area within which the grounds ready for allocation under the current General Terms and Conditions are situated. The established total Control Area of the Moerdijk Port Authority Page 43 of 46

44 Schedule 2: Appointment and working procedure of experts 1. Whenever reference is made in these General Terms and Conditions to experts, this is taken to mean a group of three (3); 2. The Experts are appointed upon notification from the Leaseholder, if possible in consultation with the Moerdijk Port Authority and the Leaseholder; 3. If no agreement is reached within one (1) month of the notification referred to in paragraph 2 in respect of the appointment of Experts, an Expert must have been appointed by both parties within four (4) weeks of the date on the notification referred to in paragraph 2; 4. Both Experts thus appointed must appoint a third Expert within three (3) months of the date on the notification referred to in paragraph 2; 5. If either the appointment of an Expert as referred to in paragraph 3 has not been communicated to the other party within the term given in that paragraph, or if the appointment referred to in paragraph 4 has not been communicated to both parties within the term given in that paragraph, either party will ask the president of the District Court of Breda to appoint three (3) Experts as soon as possible; 6. The Leaseholder must submit a statement of claim to the Experts within fourteen (14) days of the day on which the parties have been notified of the appointment of a third Expert, or the day on which the president of the District Court of Breda has appointed the Experts; at the same time, the Leaseholder will send one (1) copy of said statement to the Port Authority; 7. Within fourteen (14) days of receiving the statement of claim, the Port Authority will submit its statement of defence to the Experts; at the same time, it will send one (1) copy of said statement to the Leaseholder. 8. The Experts will be in session within one (1) month of the statement of defence having been submitted. The parties are notified of the time and date of the session in a written announcement fourteen prior to the date of the session. Any party that deems it advisable for a witness or an expert witness to be heard at the session will notify the Expert committee thereof in writing in its statement. When neither of the Experts feels that the wish to hear the witness or expert witness in question appears unfounded, they will summon him at least fourteen (14) days prior to the hearing in their written notification; 9. The parties will be given the opportunity to further explain their conclusion during the session. Witnesses and expert witnesses will be heard whenever one (1) of the Experts or Parties deems this advisable; 10. The Experts will make a decision within two (2) months of the session. The Parties will be notified of the decision within fourteen (14) days, in writing; 11. If the stipulations in the previous paragraph are not complied with, the Leaseholder will ask the president of the District Court of Breda to appoint three (3) new Experts as soon as possible after expiry of the term given in the previous paragraph; 12. The costs estimated by the Experts in their decision and incurred by the parties, as well as the advicerelated costs will be at the expense of the Port Authority and the Leaseholder in accordance with an apportionment - to be determined by the Experts in their decision - according to the extent to which the Experts in their opinion have met the wishes of either party in their decision; 13. The costs referred to in paragraph 12 are at the expense of the Leaseholder if he obtained a decision; Page 44 of 46

45 Schedule 3: Drawing of Industrial Park reference Tc E Page 45 of 46

46 Schedule 4: Drawing of Chemicals Strip reference U Page 46 of 46